Common use of Indemnities Clause in Contracts

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree, jointly and severally, Lux Manager agrees to indemnify, paydefend and save harmless each Indemnified Party and each Buyer Indemnified Party, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel other than for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or such Indemnified Party and any of its commonly controlled affiliatesRelated Parties or such Buyer Indemnified Party and any of its Related Parties, or its or its commonly controlled affiliates’ respective officersforthwith on demand, directors, trustees, employees, agents from and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by its respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party or Buyer Indemnified Party may incur or which may be asserted against any Indemnified Party or Buyer Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of the Seller) arising from or incurred in connection with: (i) the characterization in any non-Tax claim.statement made by the Lux Manager of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization; (ii) any representation, warranty or statement made or deemed made by the Lux Manager under or in connection with this Agreement or any other Transaction Document or any document delivered by the Lux Manager or to be delivered by the Lux Manager in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Lux Manager to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; (iv) any failure of the Lux Manager to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Receivable; (v) the failure to vest in the Administrative Agent a valid and perfected security interest in all of the Buyer’s right, title and interest in and to each Receivable and all Related Security and Collections with respect thereto, free and clear of any other Lien other than Permitted Liens; (vi) the commingling by the Lux Manager of Collections of Receivables at any time with other funds; (vii) any action or omission by the Lux Manager reducing or impairing the rights of any Financing Party under this Agreement, any other Transaction Document or any other instrument or document furnished by it pursuant hereto or thereto or with respect to any Receivable; (viii) any compromise, rescission, cancellation, adjustment or modification by the Lux Manager (except in accordance with the Credit and Collection Policy or otherwise with the prior written consent of the Administrative Agent) of a Receivable or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise;

Indemnities. The Credit Parties agree, jointly and severally, 19.1 Each party shall indemnify the other against all liability to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee extent arising as a result of any infringement of any Intellectual Property Rights of any third party directly attached to any software or materials provided by the other party in the performance of the Services. 19.2 Subject to Clauses 19.3 and 19.4, if any IPR Claim is made against the Company, the Supplier at its own expense shall take control of and conduct any litigation in relation to such Indemnitees IPR Claim and all negotiations for settlement of the IPR Claim shall be dealt with by the Supplier. The Supplier shall be responsible for any payments in relation to the IPR Claim (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgment against the Supplier. 19.3 Subject to Clause 19.4, the Company shall only have the rights granted by Clause 19.2 if the Company gives the Supplier the earliest possible notice in writing of any such IPR Claim being made or action threatened or brought against it, and the Company shall make no admission of liability or take any other action in connection with the IPR Claim. The Company shall permit the Supplier to have the conduct of the IPR Claim pursuant to Clause 19.2 and shall (at the Supplier’s expense) give all reasonable information, co- operation and assistance to the Supplier (including without limitation lending its name to proceedings) in relation to the conduct of the IPR Claim. 19.4 The provisions of Clause 19.2 shall not apply to any infringement caused by the Supplier having followed any specification or instructions given by the Company or use of the Services for a party purpose prohibited by the Supplier, or to this Agreement any infringement which is due to the use of the Services in association or combination with any other software or product (other than any software which is supplied by the Supplier as part of the Services). 19.5 If an IPR Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Company is still able to use the Deliverables by either; a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the transactions consummated pursuant alleged infringement, provided that the terms herein shall apply mutatis mutandis to this Agreement such modified or otherwise relating to any of the Related Transactions; provided, that no Credit Party substituted services and such modified or substituted services shall have any obligation to an Indemnitee hereunder with respect to liabilities be acceptable to the extent resulting from (i) the gross negligenceCompany, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent acceptance not to be unreasonably withheld; or b) procuring a licence or permission to use the Deliverables on terms which are acceptable to the Company, delayed such acceptance not to be unreasonably withheld. 19.6 Except to the extent that the Supplier should reasonably have known or conditioned)advised the Company the foregoing provisions of Clause 19.5, the Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from; a) any use by or on behalf of the Company of the combination with any item not supplied or recommended by the Supplier where such use of the Deliverables directly gives rise to the claim, demand or action; provided, or b) any modification carried out on behalf of the Company to any item supplied by the Supplier under this Agreement if such claim modification is settled with not authorised by the Borrowers’ consent Supplier in writing where such modification directly gives rise to a claim, demands or if there is a final judgment for action. 19.7 The parties acknowledge that the plaintiff indemnities provided in any proceeding related thereto, this Clause 19 are in addition to the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnities provided in Clause 33.

Indemnities. (a) The Credit Parties agree, jointly Chargor shall indemnify and severally, to indemnify, payhold harmless, and hold Agenthereby indemnifies and holds harmless, the L/C IssuerChargee and each agent or attorney (including, each Lender and their respective Affiliateswithout limitation, officers, directors, employees, agents, and attorneys (the “Indemnitees”any Receiver) harmless appointed under or pursuant to this Charge from and against any and all liabilitiesExpenses suffered, obligationsincurred or paid by the Chargee or such agent or attorney (including, losseswithout limitation, damagesany Receiver): (i) in the exercise or purported exercise of any Rights, penaltiespowers, actions, judgments, suits, claims, costs and expenses authorities or other discretions vested in them pursuant to this Charge; (including all reasonable fees and expenses ii) in the preservation or enforcement of counsel to such Indemnitees the Chargee’s Rights under this Charge or the priority thereof; (limited to one primary counsel for Agent and, if deemed appropriate iii) on the release of any part of the Charged Shares from the security created by Agent, one counsel in each relevant jurisdiction and this Charges; or (iv) arising out of any special counselbreach by the Chargor of any term of this Charge, and one counsel for the Initial Lenders Chargee or such agent or attorney (except in the case of a conflictincluding, in which case one additional counsel for each Lender similarly situated without limitation, any Receiver) may retain and pay all sums in respect of such conflict)) the same out of any kind or nature whatsoever that may be imposed onmoney received under the Rights and powers conferred by this Charge. All amounts suffered, incurred byor paid by the Chargee or such agent or attorney (including, without limitation, any Receiver) or asserted any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 15(a) shall require the Chargor to indemnify and save harmless the Chargee from and against any Expenses suffered, incurred or paid by the Indemnitee Chargee as a result of such Indemnitees the Chargee’s own wilful misconduct. (b) If, under any applicable law or regulation, and whether pursuant to a judgment being a party to this Agreement made or registered against the Chargor or the transactions consummated pursuant to this Agreement bankruptcy or otherwise relating to any liquidation of the Related Transactions; providedChargor or for any other reason, that no Credit Party shall have any obligation payment under or in connection with this Charge or any Transaction Document is made or fails to an Indemnitee hereunder be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with respect to liabilities this Charge or such Transaction Document (the “Contractual Currency”), then to the extent resulting from (i) that the gross negligenceamount of such payment actually received by the Chargee when converted into the Contractual Currency at the rate of exchange, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach falls short of the material obligations amount due under or in connection with this Charge or such Transaction Document, the Chargor, as a separate and independent obligation, shall indemnify and hold harmless, and the Chargor hereby indemnifies and holds harmless, the Chargee against the amount of such Indemnitee under shortfall. For the Loan Documents purposes of this Clause 15(b), “rate of exchange” means the rate at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment or which the Chargee (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 sole discretion) is able on or in fulfilling its role as Agent) or (iv) any settlement about the date of a claim by such Indemnitee without payment to purchase the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled Contractual Currency with the Borrowers’ consent or if there is a final judgment for the plaintiff in Payment Currency and shall take into account any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, premium and other costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply exchange with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthereto.

Indemnities. The Credit Parties agree13.1 Each of the Corporation and ▇▇▇▇▇▇▇, jointly as it relates to such party, hereby covenants and severallyagrees to protect, to indemnify, pay, indemnify and hold Agent, harmless the L/C Issuer, each Lender Agent and their respective Affiliatesits directors, officers, directors, employees, agentssolicitors and agents (each being individually, and attorneys (an “Indemnified Party” and, collectively, the “IndemniteesIndemnified Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs costs, damages or liabilities which they may suffer or incur caused by or arising directly or indirectly by reason of: (a) any material information or statement (except any information or statement relating solely to and expenses supplied by the Agent) contained in the Disclosure Record being or being alleged to be a misrepresentation; (including all reasonable fees b) the omission to state in the Disclosure Record or Schedule “A” a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which it was made (except the omission to state a material fact relating solely to the Agent); (c) the Corporation or ▇▇▇▇▇▇▇ not complying with any requirement of any securities legislation or regulatory requirements in connection with the Offering; (d) any order made or any inquiry, investigation or proceeding commenced or threatened by any regulatory authority based upon an allegation that any untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Disclosure Record exists (except information and expenses statements relating solely to the Agent) which prevents or restricts the trading in or distribution of counsel to such Indemnitees (limited to one primary counsel for Agent andthe Subscription Receipts, if deemed appropriate by Shares, Warrants, Agent’s Warrants, one counsel in each relevant jurisdiction ▇▇▇▇▇▇▇ Shares, ▇▇▇▇▇▇▇ Warrants, ▇▇▇▇▇▇▇ Agent’s Warrants, Corporate Finance Fee Units, and any special counselunderlying securities issued under the conversion thereof; (e) the Corporation’s failure to comply with any of its obligations hereunder including any breach of or default under any representation, and one counsel for warranty, covenant or agreement of the Initial Lenders (except Corporation in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related TransactionsSR Transaction Documents; (f) Quentin’s failure to comply with any of its obligations hereunder including any breach of or default under any representation, warranty, covenant or agreement of ▇▇▇▇▇▇▇ in the ▇▇▇▇▇▇▇ Transaction Documents; providedor (g) any material untrue statements in or omissions from any public disclosure documentation supplied by the Corporation and relied upon by the Agent in the performance of its duties, or otherwise by reason of the performance of professional services rendered by an Indemnified Party to the Corporation or ▇▇▇▇▇▇▇, always provided that no Credit this indemnity shall not apply to a particular Indemnified Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final judgment that has become non-appealable judgment shall determine that (i) said particular Indemnified Party has been grossly negligent or exercised bad faith in the course of such performance, and (iiiii) disputes solely among Indemnitees at a time when no Event the expenses, losses, claims, costs, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence or bad faith conduct referred to in (i). 13.2 If any action or claim shall be asserted against an Indemnified Party in respect of Default has occurred and is continuing (excludingwhich indemnity may be sought from the Corporation or ▇▇▇▇▇▇▇ pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation or ▇▇▇▇▇▇▇, as applicable, in writing of the nature of such action or claim (provided that any eventfailure to so notify shall not affect the Corporation’s or Quentin’s liability, claims against as applicable under this paragraph unless such delay has prejudiced the defense to such claim). The Corporation or ▇▇▇▇▇▇▇, as applicable, shall assume the defense thereof at its expense, provided, however that the defense shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such Indemnitee action and participate in its capacity the defense thereof, and the fees and expense of such counsel shall be borne by the Corporation or in fulfilling its role ▇▇▇▇▇▇▇, as Agentapplicable, if: (a) the Indemnified Party has been advised by counsel, acting reasonably, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; or (ivb) the Corporation or ▇▇▇▇▇▇▇, as applicable, has failed within a reasonable time after receipt of such written notice to assume the defense of such action or claim. 13.3 It is understood and agreed that neither party shall effect any settlement of a any such action or claim by such Indemnitee or make any admission of liability without the Borrowers’ written consent (of the other party, such consent not to be unreasonably withheldwithheld or delayed. The indemnities hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person. 13.4 To the extent that any Indemnified Party is not a party to this Agreement, delayed the Agent or conditioned); providedthe Corporation or ▇▇▇▇▇▇▇, if as the case may be, shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. 13.5 The Corporation and ▇▇▇▇▇▇▇ hereby consents to personal jurisdiction and service and venue in any court in which any claim which is settled with subject to indemnification hereunder is brought against the Borrowers’ consent Agent or if there is a final judgment any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the plaintiff purpose of enforcement. 13.6 The Agent hereby consents to personal jurisdiction and service and venue in any proceeding related theretocourt in which any claim which is subject to indemnification hereunder is brought against the Corporation or any Indemnified Party or ▇▇▇▇▇▇▇, as applicable, and to the Credit Parties shall indemnify such Indemnitee assignment of the benefit of this section to any Indemnified party for all liabilities, losses, damages, penalties, claims, costs and expenses by reason the purpose of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimenforcement.

Indemnities. The Credit Parties Except for taxes which shall be governed exclusively by Section 1.11, Borrowers agree, jointly and severally, to indemnify, pay, and hold AgentAgents, the each Lender, each L/C Issuer, each Lender Issuer and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, provided that no Credit Party Borrowers shall have any no obligation to an Indemnitee hereunder with in respect to of (A) any liabilities (i) to the extent resulting from (i) that the gross negligencesame is found by a final, bad faith or willful misconduct non-appealable judgment of that Indemnitee (or any of 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 competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnitee, (ii) arising from a material breach of the material such Indemnitee’s obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment this Agreement, or (iii) disputes solely among Indemnitees at a time when no Event arising out of Default has occurred any claim, litigation, investigation or proceeding that does not involve an act or omission of any Credit Party or any Credit Party’s affiliates and that is continuing (excluding, in any event, claims brought by an Indemnitee against any such Indemnitee in its capacity or in fulfilling its role as Agent) other Indemnitee, or (ivB) any settlement of a claim entered into by such Indemnitee without the Borrowers’ Borrower Representative’s written consent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed); providedprovided however, if that the foregoing indemnity will apply to any such claim is settled with settlement in the Borrowers’ consent or if there is a final judgment for event that the plaintiff in any proceeding related thereto, Borrower Representative was offered the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason ability to assume the defense of the action that was the subject matter of such settlement or judgmentand elected not to assume such defense. This Section 9.1 shall not apply with respect If and to Taxes other than the extent that the foregoing undertaking may be unenforceable for any Taxes that represent lossesreason, claims, damages, etc. arising from any non-Tax claimBorrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Indemnities. The Credit Parties agree, jointly and severally, Borrower agrees to indemnify, pay, hold harmless and hold Agent, the L/C Issuer, each defend Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys each of its Related Persons (the each such Person being an “IndemniteesIndemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses Liabilities (including all reasonable brokerage commissions, fees and expenses of counsel other compensation and excluding taxes and costs attributable to such Indemnitees (limited taxes for which Lender is responsible pursuant to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Section 2.9 hereof) of any kind or nature whatsoever that may be imposed on, incurred by, by or asserted against the any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any related transaction, or any securities filing of, or with respect to, Borrower or the Projects, (ii) any commitment letter, proposal letter or term sheet with any Person, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitees being Indemnitee or any of its Related Persons, any holders of securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party to this Agreement thereto, and whether or the transactions consummated pursuant to this Agreement not based on any securities or otherwise relating commercial law or regulation or any other Legal Requirement or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the Related Transactionsforegoing (collectively, the “Indemnified Matters”); provided, however, that Borrower shall have no Credit Party liability under this Section 10.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any obligation to an Indemnitee hereunder liability with respect to liabilities any Indemnified Matter other than (to the extent resulting otherwise liable), to the extent such liability has resulted primarily from (i) the gross negligence, bad faith negligence or willful misconduct of that Indemnitee (or any of its commonly controlled affiliatessuch Indemnitee, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 order. Furthermore, Borrower waives and is continuing (excluding, in any event, claims agrees not to assert against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement right of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply contribution with respect to Taxes any Liabilities that may be imposed on, incurred by or asserted against any Related Person. Without limiting the foregoing, “Indemnified Matters” includes all environmental Liabilities as set forth in Article XXXVII of the Master Lease as incorporated herein pursuant to Section 1.4 hereof, whether or not, with respect to any such environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in- interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such environmental Liabilities (i) are incurred solely following foreclosure by Lender or following Lender having become the successor-in-interest to Borrower and (ii) are attributable solely to acts of such Indemnitee. Any indemnification or other than protection provided to any Taxes Indemnitee pursuant to any Loan Document and all representations and warranties made in any Loan Document shall (i) survive the payment in full of other Obligations and (ii) inure to the benefit of any Person that represent lossesat any time held a right thereunder (as an Indemnitee or otherwise) and, claimsthereafter, its successors and permitted assigns. Notwithstanding the foregoing, in no event shall Borrower or any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Borrower and each Indemnitee each hereby waives, releases and agrees not to ▇▇▇ upon any such claim for any special, indirect, consequential or punitive damages, etc. arising from any non-Tax claimwhether or not accrued and whether or not known or suspected to exist in its favor.

Indemnities. 11.1 The Credit Parties agreeClient shall at all times comply with its obligations under the AWR, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in each relevant jurisdiction accordance with regulation 12 and any special counsel, and one counsel for 13 of the Initial Lenders (except in AWR. 11.2 In the case of a conflictQualifying Temporary Workers the Client shall provide the Employment Business with relevant up to date information about the Relevant Terms and Conditions of comparable employees to enable the Employment Business to determine the Qualifying Temporary Worker’s basic working and employment conditions in accordance with the AWR and the Client shall update this information on an on an ongoing basis in order to ensure compliance with the AWR by the Employment Business. 11.3 The Client shall Indemnify the Employment Business for any liability, cost, claim, award or any other expense incurred by it arising out of:- (a) Any damage, loss or liability (whether criminal or civil) of or suffered by the Employment Business (or its officers or employees) in connection with any act or omission of the client or any other employee or agent of the Client; (b) A breach or alleged breach by the Client, its sub-contractors or any other intermediaries, of the AWR; or (c) any act or omissions by the Client which has resulted in the Employment Business being unable to meet its obligations under the AWR, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of particular a failure by the Client to comply with clause 11.2 above. 11.4 In the event that either party receives an allegation by any kind or nature whatsoever Temporary Worker that may be imposed on, incurred by, or asserted against the Indemnitee as there has been a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations AWR in relation to the supply of such Indemnitee that person to the Client by the Employment Business (whether that allegation has been made as a request for information under regulation 16 of the Loan Documents at AWR or otherwise), it shall provide a time when no Credit Party has breached its obligations thereunder copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any material respect as determined information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response. 11.5 The Employment Business will within seven days of receiving a court written request from the Client provide to it: (a) The number of competent jurisdiction Temporary Workers currently being supplied to the Client; (b) The parts of the Client’s undertaking in a final non-appealable judgment or which those Temporary Workers are working; and (iiic) disputes solely among Indemnitees at a time when no Event The type 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 (iv) any settlement work those Temporary Workers are carrying out; 11.6 The provisions of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties this clause 11 shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason survive termination of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis agreement.

Indemnities. The Credit Parties agree, jointly 13.1 Subject to any liability of the Commercial Manager pursuant to Clause 13.2 hereto the members of the Group hereby ratify and severally, to indemnify, payconfirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold Agentthem harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsperformance of this Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same. 13.2 The Commercial Manager shall be under no liability whatsoever to the members of counsel to such Indemnitees the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel loss of profit arising out of or in each relevant jurisdiction connection with detention of or delay to the Vessel) and any special counsel, and one counsel for the Initial Lenders (except howsoever arising in the case course of a conflictthe performance of the Management Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessel, in which case one additional counsel (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in accordance herewith always being on an individual basis in relation to each Manager) for each Lender similarly situated all incidents or series of incidents arising in respect any calendar year shall never exceed a total of 10 times the actual annual management fees paid in that year. 13.3 No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 13, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder shall also be available and shall extend to protect every such conflict)employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 13 the Commercial Manager is or shall be deemed to be acting as agents or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of and all such Indemnitees being a party persons shall to this Agreement extent be or the transactions consummated pursuant be deemed to be parties to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnities. The Credit Parties agreeWhether or not the transactions contemplated hereby shall be consummated, jointly and severally, the Borrower agrees to indemnify, paypay and hold the Agent and each Lender, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesshareholders, officers, directors, employeesemployees and agents of the Agent and each Lender (each, agentsan "INDEMNIFIED PERSON"), and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 expenses, including reasonable attorneys' fees and costs (including the reasonable estimate of the allocated cost of in-house legal counsel and staff) and including costs of investigation, document production, attendance at a deposition or other discovery, related to or in connection with the transactions contemplated by reason this Agreement or any contemplated use of the proceeds of the Loans, whether or not any Indemnified Person is a party thereto (collectively, the "INDEMNIFIED LIABILITIES"), except to the extent that such Indemnified Liabilities result from the gross negligence or willful misconduct of the Agent or any Lender. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower of such settlement claim or judgmentof the commencement of such action, suit or proceeding, and the Borrower shall have the option to, and at the request of the Indemnified Person shall, direct and control the defense of such action, suit or proceeding, employing counsel selected by the Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. This Section 9.1 Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Borrower's expense and to control and direct its own defense of such action, suit or proceeding if, in the reasonable opinion of counsel to such Indemnified Person, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Borrower that the Borrower cannot apply assert, or (ii) a conflict or potential conflict exists between the Borrower and such Indemnified Person that would make such separate representation advisable. The Borrower agrees that it will not, without the prior written consent of the Agent, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding with respect to Taxes which the indemnification provided for in this Section is available (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent and each other than Indemnified Person from all liability arising or that may arise out of such claim, action, suit or proceeding. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 3.7 may be unenforceable because it is violative of any Taxes that represent losseslaw or public policy, claimsthe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, damages, etcto the payment and satisfaction of all Indemnified Liabilities incurred by any Indemnified Person. arising from any non-Tax claimThis covenant shall survive termination of this Agreement and payment of the outstanding Notes.

Indemnities. The Credit Parties agreeIn addition to and without limiting the terms of any other provision of this Agreement, jointly and severally, the Company agrees to indemnify, pay, pay and hold Agent, the L/C Issuer, each Lender Holder and their respective Affiliates, officers, directors, employees, agentspartners, agents and attorneys (the “Indemnitees”) harmless to the fullest extent permissible under applicable law, from and against against, permitted by law, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, by or asserted against the Indemnitee Indemnitees or any of them by an unrelated third party arising out of claims asserted against the Indemnitees or any of them as a result of such Indemnitees being a party parties to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related TransactionsAgreement; provided, however, that no Credit Party the Company shall have any no obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith negligence or willful misconduct of that such Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of in binding arbitration. If and to the material obligations of such Indemnitee extent that the foregoing undertaking may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned)applicable law; provided, if such further, that this indemnity provision shall not apply to any third party claim is settled with against Indemnitees from any of the BorrowersIndemnitees’ consent Affiliates, investors, limited partners, managers, retired managers, directors, former directors, partners, retired partners, members, retired members, shareholders 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 such settlement or judgmenttheir family members. This Section 9.1 11.1 and all other indemnification provisions contained within the Transaction Documents shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive the termination of this Agreement.

Indemnities. The Credit Parties agreeWhether or not the transactions contemplated hereby ---------------- shall be consummated, jointly and severally, Borrower agrees to indemnify, paydefend, and hold AgentBank, and the L/C Issuer, each Lender and their respective Affiliatesshareholders, officers, directors, employeesemployees and agents of Bank (each, agentsan "Indemnified Person"), and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys fees and costs (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by reason of such settlement or judgment. This Section 9.1 shall not apply Borrower, with respect to Taxes other than or arising out of any Taxes proposed acquisition by Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against Borrower or any of its Subsidiaries (collectively, the "Indemnified Liabilities"), provided that represent losses, claims, damages, etc. Borrower shall have ----------------------- no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of, or violations of this Agreement by, any non-Tax claimsuch Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person of the type contemplated by this Section, the Indemnified Person shall notify Borrower within thirty (30) days of Bank being notified in writing of the commencement of such action, suit or proceeding, and Borrower will assume the defense of such action, suit or proceeding, employing counsel selected by Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment of the outstanding Note for a period of five years.

Indemnities. 9.1 The Credit Parties agreeCompany undertakes that no claim shall be made by the Company, jointly any other company in the Group or any of their respective associates against any Indemnified Person to recover any loss, damage and severallyany reasonable cost, charge or expense which the Company any subscriber or purchaser of the Placing Shares pursuant to indemnifythe Placing may suffer or incur by reason of or arising out of the carrying out by the Broker, payor on its behalf, of its obligations and hold Agentservices under and in accordance with this Agreement except to the extent that such loss, damage, cost, charge or expense arises as a result of conduct which is finally judicially determined to amount to the fraud, negligence or wilful default of the Broker or any other Indemnified Person or due to a material breach by any Indemnified Person of the rules of the Financial Conduct Authority, the L/C IssuerListing Rules, each Lender and FSMA, MAR or of this Agreement where the circumstances giving rise to the particular breach were within the reasonable control of that Indemnified Person. No Indemnified Person shall have any liability whatsoever for loss of profit, loss of business opportunity or any other form of indirect or consequential loss suffered by the Company, the Directors or any of their respective Affiliatesassociates. Without prejudice to any claim the Company may have against the Broker, officers, directors, employees, agents, and attorneys (no claim may be brought by the “Indemnitees”) harmless from and Company against any and all liabilitiesdirector, obligationssupervisory board member, lossesofficer, damagesemployee, penaltiesshareholder, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses controlling person or agent of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated Broker in respect of such conflict)claim. No Indemnified Person shall have or incur any liability for any non-performance (or delay in performance) of obligations relating to this Agreement to the extent such non-performance is caused by an event of force majeure 9.2 Without prejudice to the rights of the Broker as agent of the Company under the general law, the Company hereby undertakes to the Broker (for itself and as a trustee (but on terms that it shall be entitled in its own discretion to waive any kind entitlement hereunder (or nature 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, compromised or settled), actions, liabilities, demands, proceedings or judgments brought or established against any Indemnified Person in any jurisdiction by any subscriber or purchaser of the Placing Shares pursuant to the Placing 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, expenses or taxes suffered or incurred, acting reasonably, in disputing any claim, action, liability, demand or proceedings aforesaid and/or in establishing its right to be indemnified pursuant to this Clause 9.1) and which in any such case arises, directly or indirectly, out of or is attributable to: (a) the neglect or default of the Company; and/or (b) the Broker 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 Presentation or Press Announcement being or being alleged to be untrue, inaccurate, incomplete, misleading or not based on reasonable grounds; and/or (d) any breach or alleged breach by the Company of any of its obligations hereunder or any breach or alleged breach by the Company of the warranties or undertakings set out in this Agreement; and/or (e) any failure or alleged failure by the Company or any of the Directors or their agents, employees or professional advisers to comply with the FSMA, MAR, the Listing Rules, the PD Regulation, 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 may be imposed on, incurred by, or asserted against the Indemnitee any of them arises as a result of such Indemnitees being conduct which is finally judicially determined to amount to the fraud, negligence or wilful default of any Indemnified Person or due to a party to material breach by any Indemnified Person of the rules of the Financial Conduct Authority, the Listing Rules, FSMA, MAR or of this Agreement where the circumstances giving rise to the breach were within the reasonable control of that Indemnified Person. 9.3 If the Broker becomes aware of any claim made or threatened within the transactions consummated pursuant scope of the indemnity set out in this Clause 9, the Broker shall promptly notify the Company thereof and shall thereafter (subject to this Agreement 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 otherwise 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 any of the Related Transactions; provided, claim as the Company may reasonably require provided that no Credit Party the Indemnified Person shall have not be under any obligation to an Indemnitee hereunder 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. 9.4 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 the Broker 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. 9.5 The Company agrees that it will not without the prior written consent of the Broker settle or compromise or consent to the entry of any judgment with respect to liabilities 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 the extent resulting from (isuch claim) the gross negligenceunless such settlement, bad faith compromise or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach consent includes an unconditional release of the material obligations Indemnified Person from all liability arising out of such Indemnitee under claim. 9.6 The Broker may defend, compromise, settle or deal with any claim made or threatened within the Loan Documents at a time when no Credit Party has breached its obligations thereunder scope of the indemnity set out in any material respect this Clause 9 as determined by a court of competent jurisdiction in a final non-appealable judgment or they see fit (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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled having first consulted with the Borrowers’ consent or if there is Company in relation thereto and with a final judgment for view to minimising 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 amount of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2: 2.7.1. The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe fullest extent permitted by law, payany Holder whose Registrable Securities or shares are included in the registration, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsany underwriter for such Holder, and attorneys (each person, if any, who controls the “Indemnitees”) harmless Holder or such underwriter, from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actionsliabilities, judgments, suits, claimsjoint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’ s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon written demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable to any Holder, underwriter or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Holder, such underwriter or such controlling persons claiming for indemnification in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligation; provided, further, that the indemnity agreement contained in this subsection 2.7.I shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling shareholder, the underwriter or any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2. Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or her intended method of distribution of Registrable Securities or shares as the Company may reasonably request and will indemnify and hold harmless the Company, each of its directors, officers, any underwriter for the Company, any other person participating in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against any and all reasonable fees and losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of counsel or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but, in each case, only to the extent of such information relating to such Indemnitees (limited Holder and provided in writing by such Holder, and each such Holder will reimburse the Company each of its directors, officers, any underwriter, any other person participating in the distribution and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to one primary counsel defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for Agent inclusion therein. The foregoing indemnity agreement shall be individual and several by each Holder; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations: provided, further, that the indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.7.3. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party hereunder unless the failure to give such notice is materially prejudicial to an indemnifying party’s ability to defend such action. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if deemed appropriate by Agent, one counsel the defendants in each relevant jurisdiction any action include both the indemnified party and any special counsel, the indemnifying party and one the indemnified party reasonably believes that there is a conflict of interests which would prevent counsel for the Initial Lenders (except 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 case of a conflict, in which case one additional counsel for each Lender similarly situated in respect defense of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result action on behalf of such Indemnitees being a indemnified party or parties. After notice from the indemnifying party to this Agreement or such indemnified party of its election so to assume the transactions consummated defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to this Agreement the provisions of said Sections 2.7.1 or otherwise relating to 2.7.2 for any of legal or other expense subsequently incurred by such indemnified party in connection with the Related Transactions; provideddefense thereof, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from unless (i) the gross negligenceindemnified party shall have employed counsel in accordance with the provision of the preceding sentence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a material breach reasonable time after the notice of the material obligations commencement of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court action and within 15 days after written notice of competent jurisdiction in a final non-appealable judgment the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) disputes solely among Indemnitees the indemnifying party has authorized the employment of counsel for the indemnified party at a time when no Event the expense of Default has occurred and is continuing (excluding, in the indemnifying party. No indemnifying party will consent to entry of any event, claims against any such Indemnitee in its capacity judgment or in fulfilling its role as Agent) or (iv) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any action of which the indemnified party is aware shall relieve the indemnifying party of any liability to the indemnified party under Section 2.7.1 and 2.7.2 to the extent that such failure materially prejudices the indemnifying party’ s ability to adequately defend such action, 2.7.4. If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by such Indemnitee without the Borrowers’ consent (such consent not terms thereof shall be entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be unreasonably withheldexecuted in connection with such registration. In determining the amount of contribution to which the respective parties are entitled, delayed or conditioned); provided, if such claim is settled with there shall be considered the Borrowersparties’ consent or if there is a final judgment for relative knowledge and access to information concerning 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 such settlement or judgment. This Section 9.1 shall not apply matter with respect to Taxes which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other than any Taxes that represent losses, claims, damages, etcequitable considerations appropriate under the circumstances. arising In no event shall the liability of a Holder exceed the net proceeds from any non-Tax claimthe offering received by such Holder. 2.7.5. The rights and obligations of the Company and the Holder under this Section 2.7 shall survive completion of the applicable registration.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, (a) Manager shall indemnify and hold Agent, the L/C Issuer, each Lender harmless Owner and its shareholders and Affiliates and their respective Affiliatespartners, shareholders, directors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) harmless agents from and against any and all liabilitiesliability, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses ("Liabilities") incurred by reason of the management and operation of the Project by Manager during the Term insofar and only insofar as such Liabilities are caused by the gross negligence or willful misconduct of the Executive Personnel. Project employees other than the Executive Personnel shall not be deemed to be employees or agents of, or otherwise acting on behalf of, Manager. (b) Owner shall indemnify and hold harmless Manager and its shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all Liabilities (including all those caused by the simple negligence of the indemnitee and those as to which the indemnitee may be strictly liable) (i) arising out of or Management Agreement incurred in connection with the construction, renovation, management or operation of the Project or (ii) which may be asserted or arise as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Project of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Project or the applicability of any Legal Requirements relating to Hazardous Materials, except, in the case of both (i) and (ii) above, to the extent those Liabilities are caused by the gross negligence or willful misconduct of the Executive Personnel during the Term. OWNER ACKNOWLEDGES THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY OWNER TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE STRICTLY LIABLE. (c) In case an action covered by this Section 8.4 is brought against any indemnified party, the indemnifying party will be entitled to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) such indemnified party shall have been advised by counsel that there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of counsel to such Indemnitees more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). (limited to one primary counsel for Agent andd) The provisions of this Section shall survive any termination or expiration of this Agreement, if deemed appropriate whether by Agent, one counsel in each relevant jurisdiction and any special counsellapse of time or otherwise, and one counsel for shall be binding upon the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ parties hereto and their respective officers, directors, trustees, employees, agents successors and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgmentassigns. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Management Agreement

Indemnities. The Credit Parties agree, jointly and severally, (i) Each Party to this Agreement ("Indemnitor") agrees to indemnify, paydefend, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys other (the “Indemnitees”"Indemnitee") harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, suits, judgments, suits, claimsliabilities, costs and expenses, including reasonable attorney's fees and other reasonable legal expenses (collectively "Losses"), arising out of or in connection with: a. the Indemnitor's negligence or willful misconduct; b. any failure by Indemnitor to comply with applicable laws or regulations in connection with this Agreement; or c. any material breach of this Agreement by Indemnitor, including all reasonable Losses asserted against the Indemnitor by the Indemnitee; provided that indemnification and defense shall not apply to the extent any such Loss results from the Indemnitee's own negligence, willful misconduct, failure to comply with applicable law, or material breach of this Agreement. (ii) If any legal proceeding is instituted or any claim is asserted by any third party with respect of which an Indemnitee may seek indemnification from the Indemnitor, the Indemnitee shall (after receipt by it of notice of the commencement of any such legal proceeding or of any such claim) promptly cause written notice of such legal proceeding or claim to be made to the Indemnitor. The Indemnitor may, at its option, settle or defend such proceeding action or claim at its expense provided that any such settlement shall contain a full and final release of Indemnitee without an admission of fault or wrongdoing on the part of Indemnitee. The Indemnitor shall select counsel of its choice, which shall be approved by the Indemnitee and which approval shall not be unreasonably withheld. The Indemnitee shall have the right, at its option and at the expense of the Indemnitor, to separate counsel in such Loss and to participate in the defense thereof, but if the Indemnitor has exercised its option to defend such proceeding action or claim and is providing adequate representation and defense and there is no conflict of interest or additional or inconsistent defense available to the Indemnitee then the fees and expenses of separate counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for shall be at the Initial Lenders (except in the case expense of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.the

Indemnities. The Credit Parties agree(1) Charterer shall assume the defense of, jointly and severally, to indemnify, pay, indemnify and hold Agentharmless the owner against any lien or claim of whatsoever nature on the vessel and against any claims of third parties against the owner or the vessel of whatsoever nature, including claims for personal injuries, death or property damage and without limitation by this enumeration, penalties or fines, either criminal or civil arising from violation of the L/C Issuerlaws of the united states or any state thereof or of the laws of any country or subdivision thereof to which the vessel may be sent, each Lender and their respective Affiliateswhether such claims or liens are founded or unfounded provided such lien or claim shall have arisen from the use, officers, directors, operation or custody of the vessel by Charterer or out of any act or neglect on Charterer's part or on the part of its employees, agents, representatives, or contractors. The indemnity shall include all reasonable costs payable or incurred in defending or investigating such claims or liens. (2) Should a suit or any other legal proceeding be filed against the vessel or should the vessel be levied against, arrested or taken into custody by virtue of a legal proceeding arising out of the use, operation or custody of the vessel by Charterer or out of any act or neglect on Charterer's part or on the part of Charterer's employees, agents, representatives, or contractors, Charterer shall immediately notify owner or owner shall immediately notify Charterer as the case may be, and attorneys Charterer shall take immediate action to free the vessel from the claim, demand or lien thereupon placed and obtain the release of the vessel from custody or arrest. (3) In the “Indemnitees”event that Charterer fails to fulfill its obligations under this Article, Owner may undertake same at the expense of Charterer. (4) In the event that any lien or claim as set forth in paragraph (1) above, the uninsured (if applicable) portion of which lien or claim is reasonably valued in excess of two hundred thousand dollars ($200,000.00), Exists at the time of the closing of Charterer's purchase of the vessel pursuant to article 19 of this charter, Charterer shall provide security to owner in an amount equal to the estimated value of the uninsured portion of such lien or claim prior to such closing. Such security shall be provided by Charterer for the benefit of owner in a form reasonably acceptable to owner, including without limitation cash, escrowed funds, letter of credit, marketable securities or payment bond. Charterer agrees to apply any applicable insurance proceeds towards payment of such lien or claim. If the closing of the purchase of the vessel by Charterer pursuant to article 19 is delayed because of any reasonable dispute under this paragraph, owner may, in its sole discretion, continue to hold title to the vessel as collateral security pending resolution of such dispute and this charter shall continue in full force and effect except that Charterer shall have no obligation to pay charter hire hereunder or basic rent under the master lease. (1) Owner shall assume the defense of, indemnify and hold harmless from the Charterer against any lien or claim of whatsoever nature on the Vessel and against any claims of third parties against the Charterer or the Vessel of whatsoever nature including claims for personal injuries, death or property damage and all liabilitieswithout limitation by this enumeration, obligationspenalties or fines arising from violation of the laws of the United States or any state thereof whether such claims or liens are founded or unfounded provided such lien or claim shall have arisen from the use, lossesoperation or custody of the Vessel by Owner or out of any act or neglect on Owner's part or on the part of its employees, damagesagents, penalties, actions, judgments, suits, claims, costs and expenses (including representatives or contractors. The indemnity shall include all reasonable fees and expenses costs payable or incurred in defending or investigating such claims or liens. (2) Should a libel be filed against the vessel or should the vessel be levied against, arrested or taken into custody all during the period of counsel to such Indemnitees (limited to one primary counsel for Agent andthis charter by virtue of legal proceeding arising out of the use, if deemed appropriate operation or custody of the vessel by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) owner or out of any kind act or nature whatsoever that may be imposed onneglect on owner's part or on the part of owner's employees, incurred byagents, representatives or asserted against contractors, Charterer shall immediately notify owner and owner shall take immediate action to free the Indemnitee as a result of such Indemnitees being a party to this Agreement vessel from the claim, demand or lien thereupon placed and obtain the transactions consummated pursuant to this Agreement or otherwise relating to any release of the Related Transactions; provided, that no Credit Party shall have any obligation vessel from custody or arrest. (3) In the event Owner fails to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached fulfill its obligations thereunder in any material respect as determined by a court under this Article, Charterer may undertake same at the expense 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimowner.

Indemnities. 7.1 The Credit Parties Company and the Promoter Group hereby agree, jointly and severally, to indemnify, pay, defend and hold Agent, the L/C Issuer, each Lender harmless BCCL and their respective Affiliates, officers, directors, employees, agents, its lawful successors and attorneys (the “Indemnitees”) harmless assigns from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising costs and expenses, including reasonable legal fees and disbursements in connection therewith (collectively “Claims”) incurred by BCCL, which directly arise out of, result from or may be payable by virtue of any breach of any representation, or warranty made by the Promoter Group and/or the Company, or any covenants or agreements made or obligations required to be performed by the Promoter Group and/or the Company pursuant to this Agreement, provided that: (i) the indemnity as aforesaid shall relate only to actual losses directly incurred by BCCL and its lawful successors and permitted assigns by virtue of any breach of any representation, or warranty made by the Company and/or the Promoter Group’s covenants or agreements made or obligations required to be performed by the Company and/or the Promoter Group pursuant to this Agreement; and (ii) any claim for indemnity pursuant to this Article shall be made by the BCCL and its lawful successors and assigns by notice in writing to the Company and the Promoter Group. 7.2 BCCL agrees to indemnify, defend and hold harmless the Promoter Group, the Company and their respective lawful successors and permitted assigns from and against all or any Claims incurred by them or any of them, which directly arise out of, result from or may be payable by virtue of any breach of any representation, warranty, covenant or agreement made or obligation required to be performed by BCCL pursuant to this Agreement provided that: (i) the indemnity as aforesaid shall relate only to actual losses directly incurred by the Promoter Group, the Company and their lawful successors and assigns by virtue of any breach of any representation, warranty, covenant or agreement made or obligation required to be performed by BCCL pursuant to this Agreement; and (ii) any claim for indemnity pursuant to this Article shall be made by the Promoter Group, the Company and their lawful successors and assigns by notice in writing to BCCL. 7.3 In the event the Indemnified Party (either BCCL and its lawful successors and permitted assigns pursuant to Article 7.1 or the Promoter Group, or the Company, their successors and permitted assigns pursuant to Article 7.2) receives any notice or communication from any non-Tax claimthird party in relation to any Claim, the Indemnified Party shall promptly notify the Indemnifying Party (either the Company and the Promoter Group pursuant to Article 7.1 or BCCL pursuant to Article 7.2) of such Claim. The Indemnified Party shall not admit compromise or settle the Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party may, if it so desires, by notice to the Indemnified Party, decide to defend such Claim on its own. In such circumstances, the Indemnified Party shall provide all further information or records at its disposal that may be necessary for Indemnifying Party for this purpose. The Indemnifying Party’s obligation to indemnify pursuant to this Article 7 shall arise immediately upon the Indemnified Party being required to make any payments or incur any liability pursuant to a Claim irrespective of any defence or right of appeal available to it. 7.4 The Indemnified Party shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any losses, which in the absence of mitigation might give rise to a liability in respect of any claim for indemnity under this Article 7. 7.5 The Indemnifying Party shall not be liable in respect of any claim for indemnity in relation to any losses or damages suffered by the Indemnified Party to the extent of any corresponding financial savings by or net financial benefit to the Indemnified Party arising directly therefrom.

Indemnities. The Credit Parties agree, jointly (a) In addition to the payment of expenses and severally, fees provided for elsewhere in this Agreement Seller agrees to indemnify, pay, pay and hold AgentPurchaser, the L/C Issuer, each Lender and their respective Affiliates, its officers, directors, employees, agents, auditors, Affiliates and attorneys (the “"Indemnitees”") harmless from and against any and all liabilities, Section 9.01 shall survive the termination of this Agreement. (b) If any action or proceeding shall be instituted involving any Indemnitee(s) in respect of which indemnity may be sought against Seller under Section 9.01(a), obligationssuch Indemnitee(s) shall promptly notify Seller in writing and Seller shall, lossessubject to the following sentence, damagesassume the defense thereof on behalf of such Indemnitee(s), penalties, actions, judgments, suits, claims, costs including the employment of counsel (reasonably satisfactory to such Indemnitee(s)) and expenses (including payment of all reasonable fees and expenses. Any Indemnitee(s) shall have the right to employ separate counsel in any such action or proceeding and participate in the defense thereof, but the fees and expenses of such separate counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for shall be at the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect expense of such conflict)Indemnitee(s) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from unless (i) the gross negligence, bad faith or willful misconduct employment of that Indemnitee (or any of such separate counsel has been specifically authorized by Seller in 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 competent jurisdiction sole discretion or (ii) a material breach the named parties to any such action or proceeding (including any impleaded parties) include such Indemnitee(s) and Seller, and such Indemnitee(s) shall have been advised by its counsel that there may be one or more legal defenses available to such Indemnitee(s) which are different from or additional to those available to Seller (in which case Seller shall not have the right to assume the defense of such action on behalf of such Indemnitee(s)). If any one or more Indemnitees engages legal counsel in accordance with clause (ii) of the material obligations preceding sentence, in no event shall Seller be required to pay the legal expenses of more than one collective legal counsel for all such Indemnitees. An Indemnitee(s) shall be entitled to employ its own counsel at the reasonable expense of Seller in all events during the pendency of any bankruptcy proceeding involving Seller and in respect of any action or proceeding commenced against any Indemnitee under or in respect of the Indenture. At any time after Seller has assumed the defense of any action or proceeding involving any Indemnitee(s) in respect of which indemnity under Section 9.01(a) has been sought against Seller, such Indemnitee(s) may elect, by written notice to Seller, to withdraw its request for indemnity and thereafter the defense of such Indemnitee under the Loan Documents action or proceeding shall be maintained by counsel of such Indemnitee(s)' choosing and at a time when such Indemnitee(s)' expense. In no Credit Party has breached its obligations thereunder in any material respect 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 (iv) event shall Seller enter into any settlement of a claim by such Indemnitee agreement without the Borrowers’ prior written consent (such of Purchaser, which consent shall not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 unless such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claiminvolves only the payment of money which Seller has fully funded.

Indemnities. In the event of any registered offering of Ordinary Shares of the Company pursuant to this Agreement: (a) The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe fullest extent permitted by law, payMivtach, and hold Agenteach person, the L/C Issuerif any, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless who controls Mivtach from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actionsliabilities, judgments, suits, claimsjoint or several, costs and expenses (including all reasonable fees and any amounts paid in any settlement effected with the Company's consent) to which Mivtach or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of counsel or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the final prospectus, as amended or supplemented, or (ii) the omission or alleged omission to such Indemnitees (limited state therein a material fact required to one primary counsel for Agent andbe stated therein or necessary to make the statements therein, if deemed appropriate by Agentin the light of the circumstances in which they are made, one counsel in each relevant jurisdiction and any special counselnot misleading, and one counsel the Company will reimburse Mivtach and each such controlling person of Mivtach, promptly upon demand, for the Initial Lenders (except any reasonable legal or any other expenses incurred by them in the case of a conflictconnection with investigating, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind preparing to defend or nature whatsoever that may be imposed on, incurred by, defending against or asserted against the Indemnitee appearing as a result of third-party witness in connection with such Indemnitees being a party to this Agreement loss, claim, damage, liability, action or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactionsproceeding; provided, however, that no Credit Party shall have the Company will not be liable in any obligation to an Indemnitee hereunder with respect to liabilities such case to the extent resulting that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by Mivtach or such controlling persons in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 4(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. (b) Mivtach will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and Mivtach will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by Mivtach specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the gross negligenceCompany and (ii) any underwriter, bad faith if a copy of the final prospectus was not furnished to the person or willful misconduct entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the 1933 Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of that Indemnitee (or any of its commonly controlled affiliatesdue diligence obligations; provided, further, that the indemnity agreement contained in this subsection 4(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Mivtach, which consent shall not be unreasonably withheld. (c) Promptly after receipt by an indemnified party pursuant to the provisions of Sections 4(a) or 4(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 4(a) or 4(b), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its commonly controlled affiliates’ respective officerselection so to assume the defense thereof, directorsthe indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 4(a) or 4(b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, trusteesunless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a material breach reasonable time after the notice of the material obligations commencement of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court action and within fifteen (15) days after written notice of competent jurisdiction in a final non-appealable judgment the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) disputes solely among Indemnitees the indemnifying party has authorized the employment of counsel for the indemnified party at a time when no Event the expense of Default has occurred and is continuing (excluding, in the indemnifying party. No indemnifying party will consent to entry of any event, claims against any such Indemnitee in its capacity judgment or in fulfilling its role as Agent) or (iv) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a claim by such Indemnitee without the Borrowers’ consent (such consent not release from all liability in respect to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimlitigation.

Indemnities. The Credit Parties agree, jointly and severally, 19.1 Each party shall indemnify the other against all liability to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee extent arising as a result of any infringement of any Intellectual Property Rights of any third party directly attached to any software or materials provided by the other party in the performance of the Services. 19.2 Subject to Clauses 19.3 and 19.4, if any IPR Claim is made against the Company, the Supplier at its own expense shall take control of and conduct any litigation in relation to such Indemnitees IPR Claim and all negotiations for settlement of the IPR Claim shall be dealt with by the Supplier. The Supplier shall be responsible for any payments in relation to the IPR Claim (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgment against the Supplier. 19.3 Subject to Clause 19.4, the Company shall only have the rights granted by Clause 19.2 if the Company gives the Supplier the earliest possible notice in writing of any such IPR Claim being made or action threatened or brought against it, and the Company shall make no admission of liability or take any other action in connection with the IPR Claim. The Company shall permit the Supplier to have the conduct of the IPR Claim pursuant to Clause 19.2 and shall (at the Supplier’s expense) give all reasonable information, co- operation and assistance to the Supplier (including without limitation lending its name to proceedings) in relation to the conduct of the IPR Claim. 19.4 The provisions of Clause 19.2 shall not apply to any infringement caused by the Supplier having followed any specification or instructions given by the Company or use of the Services for a party purpose prohibited by the Supplier, or to this Agreement any infringement which is due to the use of the Services in association or combination with any other software or product (other than any software which is supplied by the Supplier as part of the Services). 19.5 If an IPR Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Company is still able to use the Deliverables by either; a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the transactions consummated pursuant alleged infringement, provided that the terms herein shall apply mutatis mutandis to this Agreement such modified or otherwise relating to any of the Related Transactions; provided, that no Credit Party substituted services and such modified or substituted services shall have any obligation to an Indemnitee hereunder with respect to liabilities be acceptable to the extent resulting from (i) the gross negligenceCompany, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent acceptance not to be unreasonably withheld; or b) procuring a licence or permission to use the Deliverables on terms which are acceptable to the Company, delayed such acceptance not to be unreasonably withheld. 19.6 Except to the extent that the Supplier should reasonably have known or conditioned)advised the Company the foregoing provisions of Clause 19Error! Reference source not found., the Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from; a) any use by or on behalf of the Company of the combination with any item not supplied or recommended by the Supplier where such use of the Deliverables directly gives rise to the claim, demand or action; provided, or b) any modification carried out on behalf of the Company to any item supplied by the Supplier under this Agreement if such claim modification is settled with not authorised by the Borrowers’ consent Supplier in writing where such modification directly gives rise to a claim, demands or if there is a final judgment for action. 19.7 The parties acknowledge that the plaintiff indemnities provided in any proceeding related thereto, this Clause 19 are in addition to the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnities provided in Clause 33.

Indemnities. The Credit Parties agree8.1. Subject to the occurrence of Completion, jointly and severallythe Seller agrees to, to indemnify, paydefend and hold harmless the Purchaser, and its Affiliates (which hold Agent, any Sale Shares pursuant to a transfer of such Sale Shares by the L/C Issuer, each Lender and their respective Affiliates, officersPurchaser to such Affiliate), directors, employees, agents, and attorneys employees (the together “IndemniteesPurchaser Indemnified Persons”) harmless from and against all Losses, incurred or suffered by any of the Purchaser Indemnified Persons arising out of: (a) any misrepresentation or inaccuracy in or breach by the Seller of any of the Seller Warranties; or (b) any fraud by the Seller; provided that an agent of the Purchaser shall also be considered a Purchaser Indemnified Person (for the purposes of this Clause 8) solely in relation to and all liabilitiesto the extent of Losses incurred or suffered by such agent due to any claim made against such agent by a Tax Authority on account of any misrepresentation or inaccuracy in or breach by the Seller of the Seller Warranties set out at Clause 6.2.11 of this Agreement. 8.2. In the event that the Purchaser Indemnified Persons are required to make any payment, obligationsas required under any Applicable Law or otherwise, lossesin relation to any claim of Losses as set out in Clause 8.1 above, damagesthen the same shall be paid by the Seller to the Purchaser Indemnified Persons or to the relevant Governmental Authority or the concerned authority or Person, penaltiesas applicable, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses on or prior to the due date of counsel payment required to be made in relation to such Indemnitees (limited to one primary counsel for Agent andclaim, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for unless a stay of the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated demand or payment is obtained in respect of such conflict)) of any kind or nature whatsoever that may payment, as the case maybe. 8.3. The maximum amount for which the Seller shall be imposed on, incurred by, or asserted against liable to the Indemnitee as a result of such Indemnitees being a party to Purchaser Indemnified Persons shall not exceed the Sale Consideration received by the Seller under this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Agreement. 8.4. The obligation of the Related Transactions; provided, that no Credit Party Seller to indemnify under this Clause 8 in relation to: (a) Taxation matters shall have any obligation to an Indemnitee hereunder expire upon expiry of the statutory period of limitation with respect to liabilities such claim under Applicable Law; and (b) any other matter shall survive in perpetuity. 8.5. The Seller shall not be liable in respect of any indemnification claim made by the Purchaser Indemnified Person under Clause 8.1 to the extent resulting from that such claim would not have arisen but for an act or omission solely and directly attributable to the Purchaser Indemnified Person or undertaken at the express written request or direction of the Purchaser Indemnified Person. 8.6. The Seller shall not be liable to indemnify the Purchaser Indemnified Persons in accordance with this Agreement if the Loss suffered by the Purchaser Indemnified Persons was caused or increased solely due to any change in Applicable Law after the Completion Date (i) the gross negligence, bad faith or willful misconduct including an interpretation of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined Applicable Law by a court of competent jurisdiction or (ii) a material breach introduction of new legislation not in force as of the material obligations Completion Date having retrospective effect), including any changes in Tax laws after the Completion Date having retrospective effect. 8.7. Where the Seller has made payment: (a) in full discharge of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 Loss and is continuing (excluding, in any event, claims against where any such Indemnitee in its capacity or in fulfilling its role as Agent) or amount is recovered by the Purchaser Indemnified Persons from any third party (iv) any settlement including pursuant to an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the sum recovered from such third party net of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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, actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such amount; and (b) in partial discharge of a Loss (“Seller Part Payment”) and where the full amount of the Loss is recovered by reason the Purchaser Indemnified Persons from any third party (including pursuant to an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the Seller Part Payment net of actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such settlement amount. 8.8. Nothing in this Agreement shall relieve any Party from its duty under Applicable Law to take all reasonable steps to mitigate any Loss or judgmentdamage incurred by it as a result of any matter or circumstance giving rise to a claim under this Clause 8. 8.9. This Section 9.1 Notwithstanding anything to contrary contained herein, the indemnity provided by the Seller under this Clause 8 shall be sole and exclusive monetary remedy of the Purchaser Indemnified Persons for any and all claims pursuant to this Agreement. 8.10. The Purchaser Indemnified Persons shall not apply with be entitled to recover Losses more than once in respect of the same Loss at a given point of time from the Seller. 8.11. The Purchaser Indemnified Persons agrees and undertakes that it will not, without the prior written consent of the Seller and which consent shall not be unreasonably withheld by the Seller, settle, compromise or consent to Taxes other than the entry of any Taxes that represent lossesjudgment in any pending or threatened third party claim, claims, damages, etc. arising from any non-Tax claimwhich has given rise to an indemnity claim against the Seller under this Clause 8.

Indemnities. (a) The Credit Parties agreeIssuer hereby agrees to indemnify and hold ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its agents, jointly partners, affiliates and severally, to indemnify, paycontrolling persons, and hold Agent, the L/C Issuer, each Lender and of their respective Affiliates, officers, directors, employeesand employees (collectively, agents, and attorneys (the “IndemniteesMerrill Indemnified Participants”) harmless from and against any and all liabilities, obligationsexpenses (including without limitation reasonable attorneys’ fees and disbursements), losses, damages, penalties, actions, judgments, suits, claims, costs and expenses damages or liabilities (including all reasonable fees and expenses collectively, “Liabilities”) which are incurred by the Merrill Indemnified Participants or any of counsel to such Indemnitees (limited to one primary counsel for Agent andthem, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred caused by, or asserted against in any way resulting from or relating to, (i) the Indemnitee as a result Issuer’s failure to carry out any or all of such Indemnitees being a party to its obligations under this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to breach of any of the Related Transactions; providedrepresentations, that no Credit Party shall have warranties, covenants or agreements of the Issuer set forth in this Agreement, including without limitation, in connection with the exercise of the Call Options or any obligation assignment in connection with the exercise of the Call Options, or (ii) any obligations of ▇▇▇▇▇▇▇ ▇▇▇▇▇ to, in whole or in part, disgorge, or reimburse any party or entity for, payments received by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and paid to an Indemnitee hereunder the Issuer prior to the Effective Date in respect of the Assigned Interests (pursuant to Section 3(c) or otherwise) except, with respect to liabilities clauses (i) or (ii) above, to the extent resulting from (i) the gross negligencethat such Liabilities or expenses are found in a final, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined non-appealable judgment by a court of competent jurisdiction to have resulted from the willful misconduct or willful misfeasance, gross negligence, bad faith, fraud or criminal conduct of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Indemnified Participants or from the reckless disregard of its, his or her obligations and duties under this Agreement. (iib) a material The Issuer hereby agrees to indemnify and hold the Collateral Manager and its agents, partners, affiliates and controlling persons, and each of their respective officers, directors, and employees (collectively, the “CM Indemnified Participants”) harmless from and against any and all Liabilities which are incurred by the CM Indemnified Participants or any of them, including but not limited to reasonable attorneys’ fees and expenses, caused by, or in any way resulting from or relating to, the Issuer’s failure to carry out any or all of its obligations under this Agreement or the breach of any of the material obligations representations, warranties, covenants or agreements of the Issuer set forth in this Agreement, including without limitation, in connection with the exercise of the Call Options or any assignment in connection with the exercise of the Call Options, except to the extent that such Indemnitee under the Loan Documents at Liabilities or expenses are found in a time when no Credit Party has breached its obligations thereunder in any material respect as determined final, non-appealable judgment by a court of competent jurisdiction to have resulted from the willful misconduct or willful misfeasance, gross negligence, bad faith, fraud or criminal conduct of such CM Indemnified Participants or from the reckless disregard of its, his or her obligations and duties under this Agreement. (c) The Collateral Manager hereby agrees to indemnify and hold the Merrill Indemnified Participants and the Issuer and its agents, partners, affiliates and controlling persons, and each of their respective officers, directors, and employees (collectively, the “Issuer Indemnified Participants” and, together with the Merrill Indemnified Participants, the “Indemnified Participants”) harmless from and against any and all Liabilities which are incurred by the Indemnified Participants or any of them, including but not limited to reasonable attorneys’ fees and expenses, caused by, or in any way resulting from or relating to (i) any breach by the Collateral Manager of any of its obligations hereunder and (ii) the failure of any of the representations or warranties of the Collateral Manager set forth herein to be true when made or when deemed made or repeated, except to the extent that such Liabilities or expenses are found in a final final, non-appealable judgment by a court of competent jurisdiction to have resulted from the willful misconduct or (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excludingwillful misfeasance, in any eventgross negligence, claims against any such Indemnitee in its capacity bad faith, fraud or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 criminal conduct of such settlement Indemnified Participants or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent lossesfrom the reckless disregard of its, claims, damages, etc. arising from any non-Tax claimhis or her obligations and duties under this Agreement.

Indemnities. The Credit Parties agreeCorporation hereby covenants and agrees to protect, jointly and severally, to indemnify, pay, indemnify and hold Agentharmless the Agent and its directors, officers, employees, solicitors and agents and each of the L/C Issuer, each Lender other dealers appointed by the Agent and their respective Affiliatesdirectors, officers, directors, employees, agentssolicitors and agents (individually, and attorneys (an “Indemnified Party” and, collectively, the “IndemniteesIndemnified Parties”) harmless from and against any and all losses (except for loss of profits), claims, expenses, costs, damages or liabilities, obligations, losses, damages, penalties, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, judgments, suits, proceedings or claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate ) which they may suffer or incur by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any reason of the Related Transactions; providedperformance of professional services rendered in connection with the Offering, provided that no Credit Party the Corporation shall have any obligation to an Indemnitee hereunder with respect to liabilities not be liable under this Section 14 to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction shall have determined by a final judgment that such loss, claim, expense, cost, damage or liability resulted from any act or failure to act undertaken or omitted to be undertaken by the Agent through its bad faith, negligence or wilful misconduct. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably and without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and the fees and expense of such counsel shall be borne by the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) a material breach the Indemnified Party has been advised by counsel acceptable to the Corporation, acting reasonably, that representation of the material obligations of such Indemnitee under Corporation and the Loan Documents at a time when no Credit Indemnified Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) disputes solely among Indemnitees at the Corporation has failed within a reasonable time when no Event after receipt of Default has occurred and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity written notice to assume the defence of such action or in fulfilling its role as Agent) claim; or (iv) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those defences available to the Corporation. It is understood and agreed that the Corporation shall not, in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of a any such action or claim by such Indemnitee or make any admission of liability without the Borrowers’ written consent (of the other party, such consent not to be unreasonably withheldwithheld or delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person. To the extent that any Indemnified Party is not a party to this Agreement, delayed the Agent shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. The Corporation hereby waives any right that it may have of first requiring the Indemnified Party to proceed against or conditioned); providedenforce any other right, if such power, remedy or security or claim payment from any other person before claiming under this Section 14 as well as any right to contribution which it may have against the Indemnified Party. The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is settled with subject to indemnification hereunder is brought against the Borrowers’ consent Agent or if there is a final judgment any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the plaintiff in purpose of enforcement provided that nothing herein shall limit the Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, Minister hereby undertakes that it shall indemnify and hold Agentharmless the SEP, the L/C Issuer, each Lender its members and their respective Affiliates, Affiliates (and their officers, directors, employees, agents, consultants and attorneys other representatives) (the “Indemnitees”"Indem- nitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses claims or other losses (including all in- cluding reasonable fees and expenses attorneys' fees) directly or indirectly suffered or in- curred by any of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel them in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind connection with or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of any of the fol- lowing: (a) any action or omission by Telkom (including its officers, directors, employees, consultants and other representatives) which is in vio- lation of any applicable environmental laws prior to Telkom's adopting and commencing the implementation of the Compliance Program contemplated at Clause 17. 02(c) of the Original Share- holders' Agreement; (b) any exercise of authority under Section 52(1) of the Telecommuni- cations Act in relation to Telkom, its Business or its Shareholders, if such Indemnitees being action could reasonably be expected to have an adverse ef- fect on Telkom or its Business or prospects or on the SEP's in- vestment in Telkom; provided, however, that if such statutory pro- vision is revoked or amended to the satisfaction of the SEP, then this clause (b) shall not be effective with respect to any exercise of authority after the effective date of such revocation or amendment unless and until such statutory provision is further amended in a party manner which is not satisfactory to this Agreement the SEP or is superseded by or replaced with a statutory provision which is substantially similar to (or which has substantially the transactions consummated pursuant to this Agreement or otherwise relating same effect as) Section 52(1) of the Telecommunications Act as in effect on the date hereof; or (c) any amendment to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities Licences made without the consent of Telkom if such amendment has a material adverse effect on Telkom or its business or prospects or on the SEP's investment in Telkom (where for purposes of this clause all such amendments to the extent resulting from (i) Licences shall be considered in the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder aggregate in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioneddetermining their effects); provided, if such claim is settled with however, that the Borrowers’ 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 such settlement or judgment. This Section 9.1 foregoing shall not apply with respect be applicable to Taxes other than (i) any Taxes that represent lossesamendment to any Licences as contemplated by Section 48 of the Telecommunications Act; (ii) any amend- ments made pursuant to the Telecommunications Amendment Act of 2001 or any modification or "restatement" of the Licences, claims, damages, etc. arising from any non-Tax claim.or similar action taken to conform the Licences to amendments to the Telecommunications Act or regulations adopted pursuant thereto;

Indemnities. The Credit Parties agreeRamboll shall release, jointly and severally, to indemnify, pay, defend and hold Agent, the L/C Issuer, each Lender harmless Client and its affiliates and their respective Affiliatesdirectors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) harmless agents from and against any and all liabilitiesLosses arising out of or relating to the Agreement or the Services to the extent of such Losses that a court or other tribunal of competent jurisdiction finds and concludes, obligationsin a final and non-appealable order or judgment, lossesdirectly resulted from Ramboll’s material breach of the Agreement, damagesgross negligence or intentional misconduct. Other than as set forth in the preceding sentence, penaltiesClient shall be solely responsible for and shall release, actionsindemnify, judgmentsdefend and hold harmless the Ramboll Indemnitees from and against any and all Losses the Ramboll Indemnitees suffer or incur as a result of, suitsor are in any way related to, claimsthe Agreement or the Services or a Ramboll Indemnitee’s presence on a site for the purpose of performing Services. An indemnified party hereunder (“Indemnitee”) will give prompt notice of any indemnified claim to the indemnifying party (“Indemnitor”). The Indemnitee shall have the right to participate in the defense of any claim against it with counsel selected by it, costs subject to the Indemnitor’s right to control the defense thereof. The fees and expenses (including all disbursements of such counsel shall be at the expense of such Indemnitee, provided, that if in the reasonable opinion of counsel to such Indemnitee, there exists a conflict of interest between the Indemnitor and such Indemnitee that cannot be waived, such Indemnitee shall have the right to control defense of the Claim against it, and the Indemnitor shall be liable for the fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel Indemnitee in each relevant jurisdiction for which such Indemnitee determines counsel is required. The Indemnitees and Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of any special counselclaim, including making available records relating to such claim and one counsel furnishing to the defending party, management employees of the non-defending party as may be reasonably necessary for the Initial Lenders (except preparation of the defense of such claim. Such cooperation furnished by the Indemnitees shall be paid for on the basis provided for in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnities. The Credit Parties agree(1) Subject, jointly and severallyfor the avoidance of doubt, to indemnify, pay, and hold AgentClause 14(8), the L/C Issuer, each Lender Vendor shall be responsible for all liabilities or obligations of the Business (excluding the Assumed Liabilities and their respective Affiliates, officers, directors, employees, agents, any other obligations which may be agreed to be assumed by the Purchaser under the express terms of this Agreement but including the Excluded Liabilities) arising in respect of periods up to and attorneys (including the “Indemnitees”) harmless Effective Time and accordingly the Vendor hereby indemnifies and shall keep the Purchaser indemnified from and against any liabilities or obligations of the Business incurred or arising prior to the Effective Time and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses not agreed to be assumed by the Purchaser pursuant to the terms of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate this Agreement. For the avoidance of doubt the indemnity under this Clause 16(1) shall include any claim or liability by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated or in respect of such conflict)) any Employee or former employee of any kind the Business or nature whatsoever that may be imposed ontheir estates, incurred by, dependants or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relatives relating to any illness or condition arising from exposure to asbestos in the course of the Related Transactions; provided, that no Credit Party shall have Business or any obligation to an Indemnitee hereunder with respect to liabilities part or predecessor of the Business prior to the extent resulting Effective Time. (2) The Purchaser shall pay and satisfy and discharge the Assumed Liabilities in accordance with and subject to the provisions of this Agreement, shall observe perform and fulfil the obligations of the Vendor falling due for performance after the Effective Time under the Contracts and shall be responsible for all other liabilities or obligations of the Business arising in respect of periods after the Effective Time and accordingly the Purchaser hereby indemnifies the Vendor and shall keep the Vendor indemnified from (i) and against any liabilities or obligations of the gross negligence, bad faith Business incurred or willful misconduct arising after the Effective Time or assessed against the Vendor as a consequence of that Indemnitee (any failure of the Purchaser so to pay satisfy and discharge or so to perform and observe and fulfil the Assumed Liabilities or any of its commonly controlled affiliates, such other liabilities or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach obligations of the material obligations of such Indemnitee under Business. (3) The Vendor shall indemnify the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 Purchaser against any such Indemnitee liability for income tax, national insurance, interest and or penalties that have been or may be incurred in its capacity or in fulfilling its role as Agent) or (iv) respect of the membership of any settlement of a claim the Employees prior to the Effective Time of any PRP scheme run by such Indemnitee without any member of the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimVendor's Group.

Indemnities. The Credit Parties agree, jointly 12.1 Subject to any liability of the Commercial Manager pursuant to Clause 12.2 hereto the members of the Group hereby ratify and severally, to indemnify, payconfirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold Agentthem harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsperformance of this Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same. 12.2 The Commercial Manager shall be under no liability whatsoever to the members of counsel to such Indemnitees the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel loss of profit arising out of or in each relevant jurisdiction connection with detention of or delay to the Vessel) and any special counsel, and one counsel for the Initial Lenders (except howsoever arising in the case course of a conflictthe performance of the Management Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessel, in which case one additional counsel for each Lender similarly situated in respect of (except where loss, damage, delay or expense has resulted from the Commercial Managers' personal act or omission committed with the intent to cause same or recklessly and with knowledge that such conflict)) of any kind loss, damage delay or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (iexpense would probably result) the gross negligence, bad faith or willful misconduct of that Indemnitee Commercial Manager's liability (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 liability arising in its capacity or accordance herewith always being on an individual basis in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not relation to be unreasonably withheld, delayed or conditionedeach Manager); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agreeWhere Commercial Use is licensed herein each party shall indemnify the other against all costs (including reasonable and proper legal costs), jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs demands and expenses (including all reasonable fees and expenses arising directly or indirectly out of counsel any Third Party Claim in accordance with the following principles: the Licensee shall be responsible for any claims which arise from any breach of the agreement by the Licensee; the NRW shall, subject to such Indemnitees (limited to one primary counsel the provisions on defects in ownership in condition 8, be responsible for Agent and, if deemed appropriate by Agent, one counsel any claims that use of the Licensed Content infringes any United Kingdom Intellectual Property Rights or has been supplied in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case breach of a conflict, legally binding confidentiality; nothing in which case these indemnities shall have the effect of requiring one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or indemnify the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities other to the extent resulting that the other has been negligent or in wilful default; The NRW or the Licensee (as the case may be) shall: forthwith on receipt of a written request from (ithe Licensee or the NRW(as the case may be) give to the gross negligenceother the sole conduct of the defence and settlement of any such claim and at no time admit liability; and act in such a way as to mitigate their losses; and act in accordance with the reasonable instructions of the other and give all such assistance as it may reasonably require to defend or settle such claim. Entire agreement This agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements, bad faith representations, understandings or willful misconduct arrangements relating to its subject matter other than subsequent written alterations to this agreement mutually agreed by the parties in accordance with condition 20 below. The parties irrevocably and unconditionally waive any right to rescind this agreement by virtue of that Indemnitee (or any misrepresentation and to claim damages for any misrepresentation save in each case where such misrepresentation was made fraudulently. Severance If any part of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined the agreement is found by a court of competent jurisdiction or (ii) a material breach other competent authority to be unenforceable, then that part will be severed from the remainder of the material obligations agreement which will continue to be valid and enforceable to the fullest extent permitted by law. Variation Variations must be agreed by both parties in writing signed by or on behalf of such Indemnitee the NRW and the Licensee and neither party shall unreasonably refuse or delay 0such requests for a variation. Notices and Consents Notices under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (excludingthis agreement shall be written, in English, in advance by at least the period specified in this agreement and shall be sent to the address and contact of the party as set out in this agreement (or such other address in the United Kingdom as either party may notify to the other) in accordance with this condition). Notices may be sent by first class mail (or other comparable and reputable postal services) or by email. Correctly addressed notices sent by mail shall be deemed to be delivered 2 Working Days after posting. Correctly addressed emails shall be deemed to be delivered when sent provided that a confirmation copy is sent by first class mail within 24 (twenty four) hours. Any consent, approval or agreement given pursuant to this agreement shall be in writing and in the case of the Licensee shall be signed in accordance with the contacts records in Schedule 1, or any eventvariation thereof. Relationship of Parties Nothing in this agreement shall create a partnership or joint venture between the parties, claims against nor shall this agreement constitute one party the agent of the other or give either party authority to act or hold itself out as having authority to act on behalf of the other; or confer or purport to confer on any such Indemnitee third party any benefit or rights in its capacity respect of the terms of this agreement. Dispute Resolution All disputes under or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without connection with this agreement shall be referred first to the Borrowersparties’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled respective managers with the Borrowers’ consent or if there is a final judgment responsibility 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 day to day management of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis agreement.

Indemnities. The Credit Parties agree(a) Each of the Obligors agrees to, jointly and severally, to indemnify, pay, defend and hold Agentthe Manager (including, for the L/C Issueravoidance of doubt, each Lender any replacement Manager) and their respective Affiliates, officers, directors, employees, its agents, officers and attorneys (the “Indemnitees”) employees harmless from and against any and all suits, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, or claims (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Obligors pursuant to Section 25(b). (b) The Manager agrees to indemnify, defend and hold the Obligors harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to (i) any acts or omissions of the Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Manager hereunder. (c) If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 25, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all reasonable expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld or refused. (d) The indemnities in this Section 25 shall survive the expiration or termination of the Agreement. (e) The indemnities payable under this Section 25 by the Obligors shall be subject to the availability of funds for such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel purpose in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)accordance with Section 5.01(a) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimIndenture.

Indemnities. The Credit Parties agreeIn addition to and without limiting the terms of any other provision of this Agreement, jointly and severally, the Company agrees to indemnify, pay, pay and hold Agent, the L/C Issuer, each Lender Holder and their respective Affiliates, officers, directors, employees, agentspartners, agents and attorneys (the “Indemnitees”) harmless to the fullest extent permissible under applicable law, from and against against, permitted by law, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee Indemnitees or any of them by an unrelated third party arising out of claims asserted against the Indemnitees or any of them as a result of such Indemnitees being a party parties to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related TransactionsAgreement; provided, that no Credit Party the Company shall have any no obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith negligence or willful misconduct of that such Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach in binding arbitration. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law; provided further that this indemnity provision shall not apply to any third party claim against Indemnitees from any of the material obligations Indemnitees’ Affiliates, investors, limited partners, managers, retired managers, directors, former directors, partners, retired partners, members, retired members, shareholders or any of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgmenttheir family members. This Section 9.1 11.1 and all other indemnification provisions contained within the Transaction Documents shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive the termination of this Agreement.

Indemnities. The Credit Parties agree, jointly and severally, to Assignor shall indemnify, paysave and hold harmless the Assignee and its successors, agents, licensees, and hold Agentassigns, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, directors and employees, agents, and attorneys (the “Indemnitees”) harmless from and against all claims, demands, actions, proceedings, liabilities, cost, and expenses, including attorneys' fees, which may be asserted against or incurred by any of them, arising out of or connected with any claim by a third party which is inconsistent with any of the representations, warranties, covenants or agreements made by the Assignor in this Agreement, or by reason of the exercise of any of the rights granted or purported to be granted by the Assignor in this Agreement; provided, however, that (i) Assignee promptly notifies Assignor in writing of such claim, (ii) Assignee gives Assignor sole control of the defense and all related settlement negotiations, (iii) Assignee provides Assignor with the assistance, information, and authority reasonably necessary to perform the above and (iv) that in the event of a third party claim such third party claim is made within three years of the date hereof. Expenses incurred by Assignee in providing such assistance shall be reimbursed by Assignor. Assignee may also participate in the defense of a claim at its option and its own expense. Assignor shall not, without the prior written consent of Assignee, effect any settlement or compromise of a claim in which Assignee is a party, unless such settlement or compromise includes an unconditional release of Assignee from all such liability. Assignor authorizes the Assignee to withhold any and all liabilitiessums which become due to the Assignor under this or any other agreement between the parties until such claim, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred byaction, or asserted against the Indemnitee as a result proceeding shall have been disposed of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to breach of any of the Related Transactions; providedAssignor's representations, that no Credit Party warranties, covenants or agreements hereunder shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimbeen cured.

Indemnities. (a) The Credit Parties agree, jointly and severally, Company hereby undertakes to indemnify, pay, indemnify and hold Agent, harmless the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligationscosts, losses, damages, penalties, actions, judgments, suits, claims, costs damages and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent andwhich the Lender may incur or sustain by reason of, if deemed appropriate or arising in connection with, or by Agentreference to, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) issue of any kind Banker’s Guarantee or nature whatsoever that may the performance by it of the obligations expressed to be imposed onassumed by it under this Agreement in connection with the issue of any Banker’s Guarantee, incurred by, or asserted against the Indemnitee other than as a result of such Indemnitees being a party to this Agreement gross negligence, wilful misconduct or wilful default on the transactions consummated pursuant to this Agreement or otherwise relating to any part of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from Lender. (b) The Company unconditionally and irrevocably: (i) confirms that the Lender is entitled to pay any demand made on it which appears on its face to be in order and which is made in accordance with the Banker’s Guarantee under or by reference to such Banker’s Guarantee without requiring proof or the agreement of any Obligor that the amounts so demanded or paid are or were due and notwithstanding that any Obligor or any other person may dispute the validity of any such request, demand or payment; (ii) authorises the Lender to exercise the rights and powers conferred on it by the Banker’s Guarantee and confirms that the Lender shall deal in documents only and shall not be concerned with the legality of the claim or any other underlying transaction or any set-off, counterclaim or defence as between the Obligor and any beneficiary of a Banker’s Guarantee; (iii) agrees that the Lender need not have regard to the sufficiency, accuracy or genuineness of any demand or any certificate or statement in connection with any demand or any incapacity of or limitation upon the powers of any person signing or issuing such demand, certificate or statement which appears on its face to be in order and agrees that the Lender shall not be obliged to enquire as to any such matters and may assume that any such demand, certificate or statement which appears on its face to be in order is correct and properly made; and (c) agrees to reimburse the Lender promptly after demand all moneys whatsoever paid by the Lender as contemplated by sub-paragraph (i) above, together with interest from the time of payment to the date of reimbursement at the rate specified in Clause 10.3 (Interest on overdue amounts), provided that this indemnity shall not apply to any amounts which, as a result of the gross negligence, bad faith wilful misconduct or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach wilful default of the material obligations of such Indemnitee under Lender (as the Loan Documents at case may be), are paid to a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes person other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthe beneficiary of the relevant Banker’s Guarantee specified in the relevant demand.

Indemnities. 13.1 The Credit Parties agreeManagers, jointly on behalf of the Owners, hereby ratify and severally, to indemnify, payconfirm, and hold Agentundertake at all times to ratify and confirm, whatever may be done or caused to be done by the L/C Issuer, each Lender Crewing Agents in the course of or in the provision of the Services hereunder and the Owners hereby undertake to keep the Crewing Agents and their respective Affiliatesemployees and agents indemnified and to hold them harmless against all actions, officersproceedings, directorsclaims, employees, agentsdemands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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, legal costs and expenses on a full indemnity basis) which the Crewing Agents may suffer or incur (either directly or indirectly) in defending or settling the same, provided, however, that the provisions of this clause shall not apply when Crewing Agents have acted unlawfully or outside the terms and scope of this Agreement. 13.2 Although Seafarers serving on designated ships under the Terms of this Agreement shall be under the general control of the Crewing Agent, save that from the time that they sign their contract of employment until they again return to their country of engagement, they shall be deemed to be the servants and employees of the Employer and accordingly the Crewing Agent shall be under no liability for any act, performance or neglect of any such Seafarer whilst that Seafarer is serving on such designated ships and shall also be under no liability to the Owners or Manager or any third party for any action default or neglect of any other employee or agent of the Crewing Agents on board or in attendance on the designated vessel unless there has been the want of due diligence in the selection or appointment of the person or persons committing such an act, performance or neglect. The Manager shall indemnify or procure that the Owners indemnify the Crewing Agents and hold them harmless against all liabilities whatsoever which the 13 | P a g e J S H M A N C ▇ ▇ ▇ ▇ ▇ A g e n c y A g r e e m e n t D a t e d X X X Crewing Agents may incur towards third parties (including costs and expenses incurred in connection with any proceedings borne by such third parties) by reason of any such settlement act, default or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimneglect as aforesaid unless there has been want of diligence.

Indemnities. The Credit Parties agree(a) Notwithstanding the completion of the transactions contemplated under this Agreement or E*Comnetrix's Investigation, the representations, warranties and acknowledgements of any of the Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the benefit of E*Comnetrix. If any of the representations, warranties or acknowledgements given by any of the Shareholders is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of any of the EXSTREAM Group, then the party or parties responsible for any misrepresentation or breach of warranty, acknowledgement, covenant or agreement shall jointly and severally, to indemnify, pay, severally indemnify and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) save harmless E*Comnetrix from and against any and all liabilitiesliability, obligationsclaims, debts, demands, suits, actions, penalties, fines, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of counsel any kind whatsoever which may be brought or made against E*Comnetrix by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by E*Comnetrix, 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 E*Comnetrix, directly or indirectly, arising out of any material assessment or reassessment levied upon EXSTREAM for tax, interest and/or penalties relating to such Indemnitees any period of business operations up to and including the Closing Date and all claims, demands, costs (limited to one primary counsel for Agent andincluding legal fees, if deemed appropriate by Agent, one counsel in each relevant jurisdiction disbursements and taxes as charged on a lawyer and own client basis) and expenses of any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated kind whatsoever in respect of such conflict)the foregoing. (b) Notwithstanding the completion of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to transactions contemplated under this Agreement or any investigation by the transactions consummated Shareholders, the representations, warranties and acknowledgements of E*Comnetrix contained in this Agreement or any certificates or documents delivered by E*Comnetrix pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the benefit of the Shareholders. If any of the representations, warranties or otherwise acknowledgements given by E*Comnetrix is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of E*Comnetrix, then E*Comnetrix shall indemnify and save harmless the 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 E*Comnetrix for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect of the Related Transactions; providedforegoing. Subject to any regulatory approval that may be required, that no Credit Party shall have 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 E*Comnetrix for the 30 trading days preceding the date of any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined award ordered by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not pursuant to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis indemnity.

Indemnities. 8.1 The Credit Parties agreeBuyer, jointly as a separate and severallyindependent indemnity, to indemnifyshall on written demand fully reimburse, pay, compensate and indemnify and hold Agentharmless the Seller, the L/C Issuer, Representative and each Lender and of their respective Affiliatesdirectors, officers, directorsemployees and duly appointed representatives and agents (together, employees, agents, and attorneys the "Compensated Persons") (to the “Indemnitees”extent not already indemnified under any other Transaction Document) harmless from and against for any and all obligations, liabilities, obligations, actual losses, damagesactual costs (excluding costs of funding and opportunity costs), penaltiesexpenses, actions, judgments, suits, claims, costs and expenses fees (including all reasonable legal fees and expenses incurred in connection with any enforcement of counsel to such Indemnitees (limited to one primary counsel for Agent andthis Agreement or otherwise), if deemed appropriate by Agentactual damages, one counsel in each relevant jurisdiction charges, demands, actions and any special counsel, judgments of every kind and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any of the Indemnitee as a result Compensated Persons arising out of such Indemnitees being a party to or in connection with the breach by the Buyer of any of its obligations under this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the its gross negligence, bad faith or willful wilful misconduct of in connection with its obligations under this Agreement, in each case, on an after Tax basis. 8.2 To the fullest extent permitted by law, the Buyer releases from liability, and agrees that Indemnitee (no liability shall attach to, any Compensated Person as against the Buyer or any of its commonly controlled affiliatesthird party, in contract or otherwise, for any loss, injury, damage, cost, expense, claim or demand occurring on, or caused directly or indirectly by, any Commodities, and the relevant 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, injury, damage, cost, expense, claim or demand. 8.3 The Buyer shall give the Seller and the Representative prompt notice of 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 commonly controlled affiliates’ respective officers, directors, trustees, employees, agents duties and controlling persons) as determined by obligations. 8.5 Each Compensated Person claiming a court payment pursuant to the above provisions of competent jurisdiction or (ii) a material breach this Clause 8 shall deliver to the Buyer an account in writing of the material obligations amount requested with an accompanying statement in writing of the circumstances in which such liabilities have been incurred (the "Account and Statement"). 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 other reason, any payment by the Buyer under or in connection with this Agreement is made or falls to be satisfied in a currency (the "other currency") other than that in which the relevant payment is expressed to be due (the "required currency") under this Agreement, then, to the extent that the payment (when converted into the required currency at the spot rate of exchange on the date of payment or, if it is not practicable for the relevant Compensated Person to purchase the required currency with the other currency on the date of payment, at the spot rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the spot rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the relevant Compensated Person falls short of the amount due under the terms of this Agreement, the Buyer undertakes that it shall, as a separate and independent obligation, indemnify the relevant Compensated Person against the amount of such Indemnitee under shortfall. For the Loan Documents purpose of this Clause 8.6 "spot rate of exchange" means the spot rate at a time when no Credit Party has breached its obligations thereunder in any material respect 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 which the relevant Compensated Person is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without able on the Borrowers’ consent (such consent not relevant date to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled purchase the required currency with the Borrowers’ consent or if there is a final judgment for the plaintiff in other currency and shall take into account any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, charges and other reasonable actual costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimexchange.

Indemnities. The Credit Parties agreeIn no event shall we or any GMB Service Provider be liable for any act, jointly and severallyomission, error of judgment, or loss suffered by you in connection with this User Agreement. You agree to indemnify, pay, indemnify and hold Agent, the L/C Issuer, each Lender us and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) all GMB Service Providers harmless from and or against any and or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of GMB or our and any GMB Service Providers’ performance or nonperformance of duties to you. You agree to indemnify us and any GMB Service Provider for actual, reasonable legal costs and expenses (directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of GMB. As a result, we will be entitled to charge you for such costs without notice, including all reasonable fees legal and expenses enforcement related costs that we incur. Any withholding of counsel funds will last for a period of time that is reasonably necessary to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and resolve any special counselregulatory or legal issue at hand, and one counsel for we may place any amounts garnered from you in a separate account, and will pay you the Initial Lenders (except remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the case matter is resolved. We will provide copies of a conflictall invoices on request. This User Agreement and our Privacy Policy incorporated by reference herein, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) comprise the entire understanding and agreement entered into by and between you and Global Market Business USA, Inc. as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind or (including without limitation any prior versions of this User Agreement), as well as every nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents between and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 you and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimus.

Indemnities. (a) The Credit Parties agreeAffected LG User shall, jointly and severallywithin 10 Business Days as from any notice of the Administrative Agent to that effect, to indemnify, pay, and hold Agent, indemnify the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) the Affected LG User. (b) Each Participating Bank shall (according to its Proportion), within 5 Business Days as from any notice of the Administrative Agent to that effect and all liabilitiesunless the Issuing Bank has been reimbursed by the Affected LG User or the Guarantor pursuant to the Flowserve Corporation Guarantee, obligationsindemnify the Issuing Bank against any cost, lossesloss or liability incurred by that Issuing Bank (including, damageswithout limitation, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee losses as a result of such Indemnitees being a party to this Agreement the failure of an Affected LG User or the transactions consummated Guarantor to reimburse the Issuing Bank in full for the amount of any Claim pursuant to Clause 10.3(a) (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit. (c) The Affected LG User shall immediately on demand reimburse any Participating Bank for any payment it makes to the Issuing Bank under this Agreement Clause in respect of a Letter of Credit. (d) The obligations of any Participating Bank or otherwise relating to an Obligor under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of the Related Transactions; provided, that no Credit Party shall have its obligations under this Clause (without limitation and whether or not known to it or any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from other person) including: (i) the gross negligenceany time, bad faith waiver or willful misconduct of that Indemnitee (consent granted to, or composition with, any Obligor, any Beneficiary or any of 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 competent jurisdiction or other person; (ii) a material breach the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment or Flowserve Group; (iii) disputes solely among Indemnitees at a time when no Event the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any Beneficiary or other person or any non-presentation or non-observance of Default has occurred and is continuing (excluding, any formality or other requirement in respect of any event, claims against instrument or any such Indemnitee in its capacity or in fulfilling its role as Agent) or failure to realise the full value of any security; (iv) any settlement incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any Beneficiary or any other person; (v) any amendment (however fundamental) or replacement of a claim by Finance Document, any Letter of Credit or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; (vii) any insolvency or similar proceedings; (viii) the existence of any claim, setoff, defense, counterclaim or other right which an Obligor or any member of the Flowserve Group may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any person for whom any such Indemnitee without the Borrowers’ consent (such consent not to transferee may be unreasonably withheld, delayed or conditionedacting); provided, if such claim is settled with the Borrowers’ 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 liabilitiesAdministrative Agent, lossesany Participating Bank, damagesor any other person, penaltieswhether in connection with this Agreement, claimsany Letter of Credit, costs and expenses by reason the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Affected LG User, the Guarantor or any member of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than the Flowserve Group; (ix) the occurrence of any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimDefault.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and Assignor shall indemnify ▇▇▇▇▇▇▇ Science against any and all liabilities, obligationscosts, expenses, damages and losses (including any direct, indirect or consequential losses, damagesloss of profit, penaltiesloss of reputation and all interest, actions, judgments, suits, claims, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses (including expenses) suffered or incurred by ▇▇▇▇▇▇▇ Science arising out of or in connection with: any breach by the Assignor of any of the warranties contained in clause 6; and the enforcement of this Agreement. At the request of ▇▇▇▇▇▇▇ Science, and at the Assignor's own expense, the Assignor shall provide all reasonable fees and expenses assistance to enable ▇▇▇▇▇▇▇ Science to resist any claim, action or proceedings brought against ▇▇▇▇▇▇▇ Science as a consequence of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate any breach by Agent, one counsel the Assignor of the warranties contained in each relevant jurisdiction and any special counselclause 6. This indemnity shall apply whether or not ▇▇▇▇▇▇▇ Science has been negligent or at fault. At its own expense the Assignor shall, and one counsel shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the Initial Lenders (except in the case purpose of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party giving full effect to this Agreement Agreement, including assisting ▇▇▇▇▇▇▇ Science in perfecting title, defending and enforcing the copyright or the transactions consummated any other rights granted to ▇▇▇▇▇▇▇ Science pursuant to this Agreement Agreement, and 3 [v.122016] assisting with any other proceedings which may be brought by or otherwise against ▇▇▇▇▇▇▇ Science against or by any third party relating to the rights assigned by this Agreement. The Assignor irrevocably appoints ▇▇▇▇▇▇▇ Science to be its attorney in its name and on its behalf to execute documents, use the Assignor’s name and do all things which are necessary or desirable for ▇▇▇▇▇▇▇ Science to obtain for itself or its nominee the full benefit of this Agreement. This power of attorney is irrevocable as long as any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material Assignor's obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (excludingthis Agreement remain undischarged. The attorney may, in any eventway it thinks fit and in the name and on behalf of the Assignor: take any action that this Agreement requires the Assignor to take; exercise any rights which this Agreement gives to the Assignor; and appoint and remove one or more substitute attorneys with full power as the Assignor's attorney on terms that the attorney thinks fit. The Assignor must ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause. ▇▇▇▇▇▇▇ SCIENCE - PRIVACY POLICY ▇▇▇▇▇▇▇ Science Publishers Ltd. is committed to respecting your privacy. Please visit our privacy policy at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/privacy-policy.php.We describe how we collect and use your information, claims against any and the rights you have in relation to such Indemnitee information. We are the data controller of the personal data you provide to us for processing in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled accordance with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis privacy notice.

Indemnities. The Credit Parties agree(1) Charterer shall assume the defense of, jointly and severally, to indemnify, pay, indemnify and hold Agentharmless the owner against any lien or claim of whatsoever nature on the vessel and against any claims of third parties against the owner or the vessel of whatsoever nature, including claims for personal injuries, death or property damage and without limitation by this enumeration, penalties or fines, either criminal or civil arising from violation of the L/C Issuerlaws of the united states or any state thereof or of the laws of any country or subdivision thereof to which the vessel may be sent, each Lender and their respective Affiliateswhether such claims or liens are founded or unfounded provided such lien or claim shall have arisen from the use, officersoperation or custody of the vessel by Charterer, directorsCharterer's prior ownership of the vessel, or out of any act or neglect on Charterer's part or on the part of its employees, agents, representatives, or contractors. The indemnity shall include all reasonable costs payable or incurred in defending or investigating such claims or liens. (2) Should a suit or any other legal proceeding be filed against the vessel or should the vessel be levied against, arrested or taken into custody by virtue of a legal proceeding arising out of the use, operation or custody of the vessel by Charterer or out of any act or neglect on Charterer's part or on the part of Charterer's employees, agents, representatives, or contractors, Charterer shall immediately notify owner or owner shall immediately notify Charterer as the case may be, and attorneys Charterer shall take immediate action to free the vessel from the claim, demand or lien thereupon placed and obtain the release of the vessel from custody or arrest. (3) In the “Indemnitees”event that Charterer fails to fulfill its obligations under this article, owner may undertake same at the expense of Charterer. (4) In the event that any lien or claim as set forth in paragraph (1) above, the uninsured (if applicable) portion of which lien or claim is reasonably valued in excess of two hundred thousand dollars ($200,000.00), Exists at the time of the closing of Charterer's purchase of the vessel pursuant to article 19 of this charter, Charterer shall provide security to owner in an amount equal to the estimated value of the uninsured portion of such lien or claim prior to such closing. Such security shall be provided by Charterer for the benefit of owner in a form reasonably acceptable to owner, including without limitation cash, escrowed funds, letter of credit, marketable securities or payment bond. Charterer agrees to apply any applicable insurance proceeds towards payment of such lien or claim. If the closing of the purchase of the vessel by Charterer pursuant to article 19 is delayed because of any reasonable dispute under this paragraph, owner may, in its sole discretion, continue to hold title to the vessel as collateral security pending resolution of such dispute and this charter shall continue in full force and effect except that Charterer shall have no obligation to pay charter hire hereunder or basic rent under the master lease. (1) Owner shall assume the defense of, indemnify and hold harmless from the Charterer against any lien or claim of whatsoever nature on the vessel and against any claims of third parties against the Charterer or the vessel of whatsoever nature including claims for personal injuries, death or property damage and all liabilitieswithout limitation by this enumeration, obligationspenalties or fines arising from violation of the laws of the united states or any state thereof whether such claims or liens are founded or unfounded provided such lien or claim shall have arisen from the use, lossesoperation or custody of the vessel by owner or out of any act or neglect on owner's part or on the part of its employees, damagesagents, penalties, actions, judgments, suits, claims, costs and expenses (including representatives or contractors. The indemnity shall include all reasonable fees and expenses costs payable or incurred in defending or investigating such claims or liens. (2) Should a libel be filed against the vessel or should the vessel be levied against, arrested or taken into custody all during the period of counsel to such Indemnitees (limited to one primary counsel for Agent andthis charter by virtue of legal proceeding arising out of the use, if deemed appropriate operation or custody of the vessel by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) owner or out of any kind act or nature whatsoever that may be imposed onneglect on owner's part or on the part of owner's employees, incurred byagents, representatives or asserted against contractors, Charterer shall immediately notify owner and owner shall take immediate action to free the Indemnitee as a result of such Indemnitees being a party to this Agreement vessel from the claim, demand or lien thereupon placed and obtain the transactions consummated pursuant to this Agreement or otherwise relating to any release of the Related Transactions; provided, that no Credit Party shall have any obligation vessel from custody or arrest. (3) In the event owner fails to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached fulfill its obligations thereunder in any material respect as determined by a court under this article, Charterer may undertake same at the expense 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimowner.

Indemnities. Whether or not the transactions contemplated hereby shall be consummated: (a) The Credit Parties agreeBorrowers shall pay, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, Bank and each Lender and their respective Affiliates, of its officers, directors, employees, agentscounsel, agents and attorneys attorneys-in-fact (the “Indemnitees”each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, costs and charges, expenses or disbursements (including all reasonable fees and expenses counsel fees, including the allocated cost of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special staff counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed onwith respect to the execution, incurred bydelivery, enforcement, performance and administration of this Agreement and any other Loan Document, or asserted the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding related to this Agreement, the Loans or the Letters of Credit, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, no Borrower shall have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the breach of this Agreement by or the gross negligence or willful misconduct of such Indemnified Person. (b) The obligations in this Section 9.05 shall survive payment of all other Obligations. At the election of the Borrowers, one or more Borrowers shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of the Borrowers; provided, further that no Borrower may settle any Indemnified Liability without the Bank's consent (which consent shall not be unreasonably withheld or delayed). All amounts owing under this Section 9.05 shall be paid within 30 days after demand. (c) If any sum due from a Borrower under this Agreement or another Loan Document or under any order or judgment given or made in relation hereto or thereto has to be converted from the currency (the "first currency") in which the same is payable hereunder or thereunder or under such order or judgment into another currency (the "second currency") for the purpose of (i) making or filing a claim or proof against such Borrower with any Governmental Authority or in any court or tribunal or (ii) enforcing any order or judgment given or made in relation hereto, such Borrower shall indemnify and hold harmless each of the Indemnitee Persons to whom such sum is due from and against any loss actually suffered as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from discrepancy between (ia) the gross negligencerate of exchange used to convert the amount in question from the first currency into the second currency and (b) the rate or rates of exchange at which such Person, bad acting in good faith in a commercially reasonable manner, purchased the first currency with the second currency after receipt of a sum paid to it in the second currency in satisfaction, in whole or willful misconduct in part, of that Indemnitee (any such order, judgment, claim or proof. The foregoing indemnity shall constitute a separate obligation of each Borrower distinct from its other obligations hereunder and shall survive the giving or making of any judgment or order in relation to all or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations.

Indemnities. The Credit Parties agree4.1 With effect from the Demerger Effective Date and save as provided in clause 4.2, jointly Newco undertakes to Topco (for itself and severally, on trust for each Topco Indemnified Person) to indemnify, pay, keep fully and effectively indemnified and hold Agentharmless Topco or the relevant Topco Indemnified Person (on demand and on an after tax basis), the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against all or any and all liabilitiesclaims (whether or not successful, obligations, losses, damages, penaltiescompromised or settled), actions, judgmentsliabilities, suitsdemands, claims, costs and expenses proceedings or judgements (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel each a “Claim”) asserted or established against Topco or the relevant Topco Indemnified Person in each relevant any jurisdiction and against all associated Costs, to the extent the Claim arises, directly or indirectly, from: (a) any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated Guarantee provided by any Topco Group Company in respect of such conflict)) the obligations of any kind or nature whatsoever Newco Group Company pending its release in accordance with clause 5; (b) any Newco Side Liability; (c) any allegation that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise information relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from Demerged Business contained in: (i) the gross negligenceCircular; or (ii) any other document published, bad faith or willful misconduct of that Indemnitee (statement or announcement made, by any Topco Indemnified Person before the Demerger Effective Date which was approved by Newco or any of its commonly controlled affiliatesdirectors in advance of its publication or before being made, was untrue, inaccurate, incomplete, misleading or not based on reasonable grounds or that the Circular or any such other document, statement or announcement did not contain or fairly present, all information relating to the Demerged Business required to be contained therein provided that no person shall be entitled to be indemnified under this clause 4.1(c) if he is a director of Newco at the time the relevant document, statement or announcement is published or made; and (d) the breach by Newco of any of its obligations under this agreement. 4.2 Neither Topco nor any other Topco Indemnified Person shall be entitled to any indemnity under clause 4.1 for any Claim or associated Costs to the extent that it results, directly or indirectly, from: (a) the failure by Topco or the relevant Topco Indemnified Person to delete or correct any information after being requested to do so by any Newco Group Company; or (b) the negligence, wilful default or fraud of the relevant Topco Indemnified Person. 4.3 With effect from the Demerger Effective Date and save as provided in clause 4.4, Topco undertakes to Newco (for itself and on trust for each of the other Newco Indemnified Persons) to keep fully and effectively indemnified and hold harmless Newco or the relevant Newco Indemnified Person (on demand and on an after tax basis), from and against all or any Claims asserted or established against Newco or the relevant Newco Indemnified Person in any jurisdiction and against all associated Costs, to the extent the Claim arises, directly or indirectly, from: (a) any Guarantee provided by any Newco Group Company in respect of the obligations of any Topco Group Company pending its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling personsrelease in accordance with clause 5; (b) as determined by a court any Topco Side Liability; (c) any allegation that information relating to the Demerger or the Retained Business contained in: (i) the Circular or any of competent jurisdiction or them; or (ii) any other document published, or statement or announcement made, by any Newco Indemnified Person, before the Demerger Effective Date which was approved by Topco or any of its directors in advance of its publication or before being made, was untrue, inaccurate, incomplete, misleading or not based on reasonable grounds or that the Circular or any such other document, statement or announcement did not contain or fairly present, all information relating to the Demerger or the Retained Business required to be contained therein provided that no person shall be entitled to be indemnified under this clause 4.3(c) if he is a material director of Topco at the time the relevant document, statement or announcement is published or made; (d) the breach by Topco of any of its obligations under this agreement; and (e) the Costs of implementing the Demerger in accordance with clause 15. 4.4 Neither Newco nor any other Newco Indemnified Person shall be entitled to any indemnity under clause 4.3 for any Claim or associated Costs to the extent that it results, directly or indirectly, from: (a) the failure by Topco or the relevant Newco Indemnified Person to delete or correct any information after being requested to do so by any Topco Group Company; or (b) the negligence, wilful default or fraud of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimrelevant Newco Indemnified Person.

Indemnities. The Credit Parties agreeIn no event shall we or any EX+ Service Provider be liable for any act, jointly and severallyomission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of EX+ or the EX+. You agree to indemnify, pay, indemnify and hold Agent, the L/C Issuer, each Lender us and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) all EX+ Service Providers harmless from and or against any and or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of EX+, the EX+, or our and any EX+ Service Providers’ performance or nonperformance of duties to you. If you are a California resident, you waive California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTIVE THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. Legal Costs You agree to indemnify us and any EX+ Service Provider for actual, reasonable legal costs and expenses (directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of EX+. As a result, we will be entitled to charge your EX+ Account for such costs without notice, including all reasonable fees legal and expenses enforcement related costs that we incur. Any withholding will last for a period of counsel time that is reasonably necessary to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and resolve any special counselregulatory or legal issue at hand, and one counsel for we may place any amounts garnered from you in a separate account, and will pay you the Initial Lenders (except remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the case matter is resolved. We will provide copies of a conflictall invoices on request. Entire Agreement This User Agreement, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) our Privacy Policy, our API Agreement, Custody Agreement, and our Market Data Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and E-Karat International Limited as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement), as well as every nature between and among you and us. Separately Negotiated Arrangements From time to time, we may, subject to Applicable Laws and Regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain EX+ Customers pursuant to a confidential side letter or nature whatsoever similar agreement that supplements certain of the economic or other terms of this User Agreement, in each case solely as applicable to that EX+ Customer’s relationship with and use of EX+. Such arrangements may be imposed oninvolve, incurred byamong other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or asserted other payments; (ii) the ability to receive additional or customized market information not generally available to other EX+ Customers (subject to the terms of the EX+ API Agreement); (iii) preferred access to EX+ customer service resources; (iv) an agreement to permit representatives of such EX+ Customer to serve on any customer representative bodies or advisory committees that we may form; or (v) an agreement to provide such EX+ Customer with incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments, in connection with their creation, holding, and/or use of the EX+. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one EX+ Customer generally are not available to all, or even any, other EX+ Customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a EX+ Customer plans to or is expected to conduct a significant or high volume of trading activity on our Exchange, or (ii) whether a EX+ Customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other EX+ Customer shall have any right or legal recourse against the Indemnitee us or any EX+ Customer that receives additional or different rights or terms as a result of such Indemnitees being a party to separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this User Agreement entered into by and between you and E-Karat International Limited, shall not be affected by the existence of or the transactions consummated pursuant to this Agreement or otherwise relating to terms and conditions of any of the Related Transactions; provided, that no Credit Party shall have separately negotiated arrangement with any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimEX+ Customer.

Indemnities. The Credit Parties agree(a) Subject to the Applicable Laws, jointly you agree to continuously indemnify us, and severallykeep us indemnified on demand, in respect of all losses (including consequential losses), taxes, expenses, damages, charges, receipts, demands and expenses of any nature and on any account and liabilities present, future, contingent or otherwise and including legal fees and administrative costs on a full indemnity basis which may be suffered or incurred or brought against us or in connection with or caused by: (i) your breach of this Agreement; (ii) any representation or warranty given by you being incorrect, misleading or untrue, unless and to the extent only such is suffered or incurred as a result of our gross negligence or wilful default. (b) To the extent permitted by law, you will indemnify, pay, protect and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) us harmless from and against any and all loss, liabilities, obligationsjudgements, losses, damages, penaltiessuits, actions, judgments, suitsproceedings, claims, damages or costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) resulting from or arising out of any kind act or nature whatsoever that may be imposed onomission by any person obtaining access to your Account whether or not you authorised such access. (c) To the fullest extent permitted by law, incurred byyou release, or asserted against the Indemnitee as a result of such Indemnitees being a party discharge and indemnify and agree to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of keep Stupay and its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling personsrepresentatives indemnified from and against all claims arising out of: (i) as determined any default, whether by a court of competent jurisdiction your act or omission under these Terms and Conditions; (ii) a material any breach by you of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment or Applicable Laws; (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred any representation or warranty made or given by you under these Terms and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity Conditions proving to be untrue or in fulfilling its role as Agent) or incorrect; (iv) any settlement of a claim error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by such Indemnitee without the Borrowers’ consent you; (such consent not v) anything lawfully done by us in accordance with, pursuant or incidental to be unreasonably withheldthese Terms and Conditions; (vi) any instruction, delayed request or conditioned)direction given by you; provided, if such claim is settled with the Borrowers’ 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 or (vii) by reason of such settlement Stupay complying with any direction, request or judgment. This Section 9.1 shall not apply with respect to Taxes other than requirement of any Taxes that represent lossesApplicable Laws, claims, damages, etc. arising from any non-Tax claimgovernment body or any regulatory body having jurisdiction over Stupay.

Indemnities. The Credit Parties agreeIn the event that any Registrable Shares are included in a registration statement pursuant to this Section 2: 2.7.1. To the extent permitted by law, jointly and severally, to indemnify, pay, the Company will indemnify and hold Agentharmless each Holder, its Affiliates, the L/C Issuer, each Lender and their respective Affiliatespartners, officers, directorsdirectors and shareholders of each Holder, employeeslegal counsel and accountants for each Holder, agentsif any, and attorneys (who controls such Holder or underwriter within the “Indemnitees”) harmless from and meaning of the Securities Act or the Exchange Act, against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesor liabilities (joint or several) to which they may become subject under the Securities Act, actionsthe Exchange Act or other federal or state law, judgments, suitsinsofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement. The Company will reimburse each such Holder, its Affiliates, the partners, officers, or directors, underwriters 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 expenses reasonably incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, or action or proceeding; provided, however, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section ‎2.7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action, cost or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling Person of such Holder. 2.7.2. To the extent permitted by law, each Holder will, if Registrable Shares held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company and each Person, if any, who controls the Company within the meaning of the Securities Act, and any other Holder selling securities under such registration statement or any of such other Holder’s Affiliates, partners, directors or officers or any person who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities (joint or several), costs and 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 (including all reasonable fees or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and expenses only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse the Company, each such controlling Person of the Company or any underwriter or other Holder, or partner, officer, director or controlling person of 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, further, that the indemnity agreement contained in this 2.7.2 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. In no event shall the liability of a Holder pursuant to this Section 2.7.2 exceed the net proceeds from the offering received by such Holder. 2.7.3. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 herein of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof. Notwithstanding the foregoing, the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitees (limited to one primary counsel for Agent andindemnified party; provided, however, that if deemed appropriate by Agent, one counsel the defendants in each relevant jurisdiction any action include both the indemnified party and any special counsel, the indemnifying party and one there is a conflict of interests which would prevent counsel for the Initial Lenders (except 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 case of a conflict, in which case one additional counsel for each Lender similarly situated in respect defense of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result action on behalf of such Indemnitees being a indemnified party or parties. After notice from the indemnifying party to this Agreement or such indemnified party of its election to assume the transactions consummated defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to this Agreement the provisions of said Sections 2.7.1 or otherwise relating to 2.7.2 for any of legal or other expense subsequently incurred by such indemnified party in connection with the Related Transactions; provideddefense thereof, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from unless (i) the gross negligenceindemnified party shall have employed counsel in accordance with the provision of the preceding sentence, bad faith or willful misconduct (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 that Indemnitee (or any the commencement of its commonly controlled affiliatesthe action and within 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or its (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or its commonly controlled affiliates’ respective officersenter into any settlement, directors, trustees, employees, agents and controlling persons) which does not include as determined an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 2.7.4. If the indemnification provided for in this Section ‎2.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or (ii) 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 material breach result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the material obligations indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such Indemnitee under loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as indemnifying party and of the indemnified party shall be determined by a court of competent jurisdiction in a final non-appealable judgment law by reference to, among other things, whether the untrue 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 (iv) any settlement alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information concerning the matter with respect to which the claim by was asserted, and opportunity to correct or prevent such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed statement or conditioned)omission; provided, if that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such claim is settled with the Borrowers’ consent or if there is a final judgment Holder; and provided, further, that no party will be liable 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 such settlement or judgment. This Section 9.1 shall not apply contribution with respect to Taxes the settlement of any claim or action effected without its written consent. 2.7.5. The obligations of the Company and the Holders under this Section 2.7 shall survive completion of any offering of Registrable Shares in a registration statement and the termination of this Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnification provisions of this Section 2.7 shall not be in limitation of any other than indemnification provisions included in any Taxes other agreement. Notwithstanding the foregoing, to the extent that represent lossesthe provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, claims, damages, etc. arising from any non-Tax claimthe provisions in such underwriting agreement shall prevail.

Indemnities. (a) The Credit Parties agree, jointly and severally, Trust agrees to indemnify, pay, defend and hold AgentDistributor, its officers and directors and any person who controls Distributor within the L/C Issuermeaning of Section 15 of the Securities Act of 1933, each Lender free and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs demands, liabilities and expenses (including all the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and directors or any such controlling person may incur under the Securities Act of 1933, or under the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Trust's Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading; providing, however, that this indemnity, to the extent that it might require indemnity of any person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Trust, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Trust or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Trust's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the Trust at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Trust will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its officers and directors, or the controlling person named as defendant or defendants in such suit, for reasonable fees and expenses of any counsel retained by Distributor or them. This indemnity will inure exclusively to such Indemnitees (limited Distributor's benefit, to one primary counsel for Agent andthe benefit of its successors, if deemed appropriate by Agent, one counsel in each relevant jurisdiction to the benefit of its officers and any special counseltrustees and their respective estates, and one counsel for to the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) benefit of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against controlling person and its successors. The Trust agrees to notify the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Distributor promptly of the Related Transactions; provided, that no Credit Party shall have commencement of any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith litigation or willful misconduct of that Indemnitee (proceeding against it or any of its commonly controlled affiliatesofficers or trustees in connection with the issue and sale of any of its Shares. (b) Distributor agrees to indemnify, defend and hold the Trust, its several officers and directors, and any person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or trustees, or any such controlling person may incur under the Securities Act of 1933 or under the common law or otherwise: but only to the extent that such liability or expense incurred by the Trust, its officers or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and or such controlling persons) as determined by a court person resulting from such claims or demands shall arise out of competent jurisdiction or (ii) be based upon any alleged untrue statement of a material breach fact contained in information furnished in writing by Distributor to the Trust for use in the Trust's Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the material obligations Registration Statement or Prospectus or necessary to make such information not misleading. Distributor's agreement to indemnify the Trust, its officers and trustees, and any such controlling person is expressly conditioned upon its being notified of any action brought against the Trust, its officers and trustees and any such controlling person, such notification to be given by letter or telegram addressed to Distributor at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served. Distributor shall have a right to control the defense of such Indemnitee under action, with counsel of its own choosing, satisfactory to the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); providedTrust, if such claim action is settled with the Borrowers’ consent based solely upon such alleged misstatement or if there is a final judgment for the plaintiff omission on its part, and in any proceeding related theretoother event Distributor or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, the Credit Parties shall indemnify it officers or trustees, or to such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses controlling person by reason of any such settlement untrue statement or judgment. This Section 9.1 shall not apply with respect to Taxes other omission on Distributor's part otherwise than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimon account of its indemnity contained in the paragraph.

Indemnities. The Credit Parties agree, jointly and severally, Each Originator (each with respect to itself) agrees to severally indemnify, paydefend and save harmless Flowers and each Indemnified Party, and hold Agentother than for Flowers’s or such Indemnified Party’s own gross negligence, the L/C Issuerbad faith or willful misconduct, each Lender and their respective Affiliatesforthwith on demand, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claimsliabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, reasonable expenses incurred by their respective credit recovery groups (or any successors thereto) and reasonable expenses of counsel settlement, litigation or preparation therefor) which Flowers or any Indemnified Party may incur or which may be asserted against Flowers or any Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of such Originator) arising from or incurred in connection with: (i) any representation, warranty or statement made or deemed made by such Originator under or in connection with this Agreement or any other Transaction Agreement or other document delivered by such Originator or to be delivered by such Indemnitees Originator in connection herewith or with any other Transaction Agreement being incorrect in any material respect when made or deemed made or delivered; (limited ii) the failure by such Originator to one primary counsel for Agent andcomply in any material respect with any applicable Law with respect to any Receivable or any other Purchased Assets with respect thereto; or the failure of any Receivable or any other Purchased Assets with respect thereto to conform to any such Law; (iii) the failure to vest and maintain in Flowers a first priority perfected ownership interest, if deemed appropriate by Agent, one counsel in each relevant Receivable and all other Purchased Assets with respect thereto, free and clear of any other Lien; (iv) the failure by such Originator to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable and any special counselthe other Purchased Assets with respect thereto transferred or purported to be transferred to Flowers by such Originator under this Agreement or in which a security interest is granted or purported to Rabobank under the Master Framework Agreement, and one counsel for the Initial Lenders proceeds of any thereof, whether at the Closing, the time of any sale or other transfer under Section 2.02 or at any subsequent time; (except v) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable in such Originator’s Receivables Pool; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the case Obligor or arising from the financial inability of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)the Obligor to pay) of any kind Obligor to the payment of any Receivable in such Originator’s Receivables Pool (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or nature whatsoever any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that may be imposed onsuch dispute, claim, offset or defense results solely from any action or inaction on the part of Flowers; (vii) any failure of such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Agreement or to perform its duties or obligations with respect to any Receivable; (viii) the assertion by any Obligor or other third party against Flowers or any Indemnified Party of any obligation or liability of any Originator under any Receivable or any other Purchased Assets; (ix) the commingling of Collections of Receivables in its Receivables Pool at any time with other funds; (x) any action or omission by such Originator reducing or impairing the rights of Flowers or Rabobank in or to the Purchased Assets under this Agreement, any other Transaction Agreement or any other instrument or document furnished pursuant hereto or thereto or with respect to any Receivable; (xi) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Agreement to which such Originator is a party or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the use of proceeds from any purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable or any other Purchased Assets with respect thereto; (xii) the existence of any Lien, other than the Back-Up Security Interest or the Lien under the Master Framework Agreement, against or with respect to any Receivable in its Receivable Pool or any other Purchased Assets with respect thereto; or (xiii) any failure by such Originator to pay or remit when due any taxes, including sales, excise or personal property taxes, payable by such Originator in connection with any Receivable in its Receivables Pool or any other Purchased Assets with respect thereto; (xiv) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, or asserted against the Indemnitee any Indemnified Party as a result of conduct of such Indemnitees being Originator that violates a party sanction administered or enforced by the OFAC; provided that nothing in this Section 6.01 shall be deemed to this Agreement provide indemnity to Flowers or the transactions consummated pursuant Indemnified Parties for credit losses due to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimDefaulted Receivables.

Indemnities. The Credit Parties agreeCorporation hereby covenants and agrees to protect, jointly and severally, to indemnify, pay, indemnify and hold Agentharmless the Underwriter and its directors, officers and employees, solicitors and agents (individually, an "Indemnified Party" and, collectively, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslosses (except for loss of profits), claims, costs costs, damages or liabilities which they may suffer or incur caused by or arising directly or indirectly by reason of: (i) any information or statement (except any information or statement relating solely to or provided by the Underwriter) contained in the Preliminary Prospectus, Prospectus or any Supplementary Material being or being alleged to be a misrepresentation; (ii) the omission to state in the Preliminary Prospectus, Prospectus or any Supplementary Material a material fact required to be stated therein or necessary to make the statements therein not misleading (except the omission to state a material fact relating solely to the Underwriter); (iii) the Corporation not complying with any requirement of any securities legislation or regulatory requirements of any Qualifying Province in connection with the Offering or the Prospectus Qualification; (iv) any order made or any inquiry, investigation or proceeding commenced or threatened by any regulatory authority based upon an allegation that any untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Preliminary Prospectus, the Prospectus or any Supplementary Material exists (except any information or statement relating solely or provided by to the Underwriter) which prevents or restricts the trading in or distribution of the Special Warrants or the Subject Securities; or (v) the Corporation's failure to comply with any of its obligations hereunder. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and expenses (including all reasonable participate in the defence thereof, and the fees and expenses of such counsel to such Indemnitees (limited to one primary counsel for Agent andshall be borne by the Indemnified Party, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from unless (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined employment thereof has been specifically authorized in writing by a court of competent jurisdiction or the Corporation; (ii) a material breach the Indemnified Party has been advised by counsel acceptable to the Corporation, acting reasonably, that representation of the material obligations of such Indemnitee under Corporation and the Loan Documents at a time when no Credit Indemnified Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) disputes solely among Indemnitees at the Corporation has failed within a reasonable time when no Event after receipt of Default has occurred such written notice to assume the defence of such action or claim. It is understood and is continuing (excludingagreed that the Corporation shall not, in connection with any eventsuit in the same jurisdiction, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of a any such action or claim by such Indemnitee or make any admission of liability without the Borrowers’ written consent (of the other party, such consent not to be unreasonably withheldwithheld or delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person. To the extent that any Indemnified Party is not a party to this Agreement the Underwriter shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. The Corporation hereby waives its right to recover contribution from the Underwriter with respect to any liability of the Corporation by reason of or arising out of any misrepresentation contained in the Preliminary Prospectus, delayed the Prospectus or conditioned)in any Supplementary Material; provided, if however, that such claim is settled with the Borrowers’ consent waiver shall not apply in respect of liability caused 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 incurred by reason of or arising out of any misrepresentation which is based upon or results from information relating solely to and provided by the Underwriter contained in such settlement document. The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Underwriter or judgment. This Section 9.1 any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall not apply with respect limit the Corporation's right or ability to Taxes other than contest the appropriate jurisdiction or forum for the determination of any Taxes that represent losses, such claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree8.1. To the extent permitted by law, jointly and severally, to indemnify, pay, the Company will indemnify and hold Agentharmless each Holder, the L/C Issuerofficers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Lender and their respective Affiliatesperson, officersif any, directorswho controls such Holder or underwriter within the meaning of the Securities Act or the 1934 Act, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcor liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or any state securities law or regulation, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following events, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law; and the Company will further reimburse each such Holder, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in a connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8.1 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 or action 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 any such Holder, underwriter or controlling person. 8.2. arising from To the extent permitted by law, each selling Holder (only with respect to itself) will indemnify and hold harmless the Company, each of its directors and officers, any non-Tax underwriter (as defined in the Securities Act) for the Company, each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the 1934 Act, and any other Holder selling securities in such registration statement or any of its directors of officers or any person who controls such Holder against any losses, claims, damages, or liabilities (or actions in respect thereto) which arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, any person who controls the Company, any underwriter or controlling person of any such underwriter, any such other Holder and its officers, directors or controlling persons in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8.2 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), and provided further that the obligations of each selling Holder hereunder shall be limited to an amount equal to the proceeds of each such selling Holder of the shares sold by such selling Holder pursuant to such registration. 8.3. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in, and (to the extent the indemnifying party so desires) jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to notify an indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section 8, and will not relieve such indemnifying party of his liability to the extent that his position with regard to the claim to be so indemnified by him was not prejudiced by the failure or delay to give prompt notice.

Indemnities. The Credit Parties agreeWhere Commercial Use is licensed herein each party shall indemnify the other against all costs (including reasonable and proper legal costs), jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs demands and expenses (including all reasonable fees and expenses arising directly or indirectly out of counsel any Third Party Claim in accordance with the following principles: the Licensee shall be responsible for any claims which arise from any breach of the agreement by the Licensee; the Agency shall, subject to such Indemnitees (limited to one primary counsel the provisions on defects in ownership in condition 8, be responsible for Agent and, if deemed appropriate by Agent, one counsel any claims that use of the Licensed Content infringes any United Kingdom Intellectual Property Rights or has been supplied in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case breach of a conflict, legally binding confidentiality; nothing in which case these indemnities shall have the effect of requiring one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or indemnify the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities other to the extent resulting that the other has been negligent or in wilful default; The Agency or the Licensee (as the case may be) shall: forthwith on receipt of a written request from the Licensee or the Agency (ias the case may be) give to the gross negligenceother the sole conduct of the defence and settlement of any such claim and at no time admit liability; and act in accordance with the reasonable instructions of the other and give all such assistance as it may reasonably require to defend or settle such claim. Entire agreement This agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements, bad faith representations, understandings or willful misconduct arrangements relating to its subject matter other than subsequent written alterations to this agreement mutually agreed by the parties. The parties irrevocably and unconditionally waive any right to rescind this agreement by virtue of that Indemnitee (or any misrepresentation and to claim damages for any misrepresentation save in each case where such misrepresentation was made fraudulently. Severance If any part of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined the agreement is found by a court of competent jurisdiction or (ii) a material breach other competent authority to be unenforceable, then that part will be severed from the remainder of the material obligations agreement which will continue to be valid and enforceable to the fullest extent permitted by law. Variation Variations must be agreed by both parties in writing signed by or on behalf of the Agency and the Licensee and neither party shall unreasonably refuse such Indemnitee requests for a variation. Notices and Consents Notices under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (excludingthis agreement shall be written, in English, in advance by at least the period specified in this agreement and shall be sent to the address and contact of the party as set out in this agreement (or such other address in the United Kingdom as either party may notify to the other in accordance with this condition). Notices may be sent by first class mail (or other comparable and reputable postal services) or by email. Correctly addressed notices sent by mail shall be deemed to be delivered 2 Working Days after posting. Correctly addressed emails shall be deemed to be delivered when sent provided that a confirmation copy is sent by first class mail within 24 (twenty four) hours. Any consent, approval or agreement given pursuant to this agreement shall be in writing and in the case of the Licensee shall be signed in accordance with the contacts records in Schedule 1, or any eventvariation thereof. Relationship of Parties Nothing in this agreement shall create a partnership or joint venture between the parties, claims against nor shall this agreement constitute one party the agent of the other or give either party authority to act or hold itself out as having authority to act on behalf of the other; or confer or purport to confer on any such Indemnitee third party any benefit or rights in its capacity respect of the terms of this agreement. Dispute Resolution All disputes under or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without connection with this agreement shall be referred first to the Borrowersparties’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled respective managers with the Borrowers’ consent or if there is a final judgment responsibility 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 day to day management of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis agreement.

Indemnities. The Credit Parties agreeCorporation hereby covenants and agrees to protect, jointly and severally, to indemnify, pay, indemnify and hold Agentharmless the Agent and its directors, officers, employees, solicitors and agents and each of the L/C Issuer, each Lender other dealers appointed by the Agent and their respective Affiliatesdirectors, officers, directors, employees, agentssolicitors and agents (individually, and attorneys (an “Indemnified Party” and, collectively, the “IndemniteesIndemnified Parties”) harmless from and against any and all losses (except for loss of profits), claims, expenses, costs, damages or liabilities, obligations, losses, damages, penalties, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, judgments, suits, proceedings or claims) which they may suffer or incur by reason of the performance of professional services rendered in connection with the Offering, costs and expenses caused by or arising directly or indirectly by reason of: (including all reasonable fees and expenses a) the Corporation not complying with any requirement of counsel Canadian Securities Laws or regulatory requirements; (b) any breach of or default under any representation, warranty, covenant or agreement of the Corporation set out herein or any other document to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred bydelivered pursuant hereto, or asserted against the Indemnitee as a result of such Indemnitees being a party Corporation’s failure to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to comply with any of its obligations hereunder; (c) or any legal proceedings involving the Related Transactions; provided, Corporation provided that no Credit Party the Corporation shall have any obligation to an Indemnitee hereunder with respect to liabilities not be liable under this Section 12 to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction shall have determined by a final judgment that such loss, claim, expense, cost, damage or liability resulted from any act or failure to act undertaken or omitted to be undertaken by the Agent through its bad faith, negligence or wilful misconduct. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably and without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and the fees and expense of such counsel shall be borne by the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) a material breach the Indemnified Party has been advised by counsel acceptable to the Corporation, acting reasonably, that representation of the material obligations of such Indemnitee under Corporation and the Loan Documents at a time when no Credit Indemnified Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) disputes solely among Indemnitees at the Corporation has failed within a reasonable time when no Event after receipt of Default has occurred and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity written notice to assume the defence of such action or in fulfilling its role as Agent) claim; or (iv) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those defences available to the Corporation. It is understood and agreed that the Corporation shall not, in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of a any such action or claim by such Indemnitee or make any admission of liability without the Borrowers’ written consent (of the other party, such consent not to be unreasonably withheldwithheld or delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person. To the extent that any Indemnified Party is not a party to this Agreement, delayed the Agent shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. The Corporation hereby waives any right that it may have of first requiring the Indemnified Party to proceed against or conditioned); providedenforce any other right, if such power, remedy or security or claim payment from any other person before claiming under this Section 12 as well as any right to contribution which it may have against the Indemnified Party. The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is settled with subject to indemnification hereunder is brought against the Borrowers’ consent Agent or if there is a final judgment any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the plaintiff in purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree, jointly and severally, Each Loan Party agrees to indemnify, pay, and hold Agent, the L/C Issuereach Agent Party, each Lender and their respective Affiliates, officers, directors, employees, agentsLender, and attorneys each Related Party of any Lender (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losseslosses (including reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits, claims, costs suits and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) claims of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees Administrative Agent and each Lender being a party to this Agreement or the transactions consummated pursuant to otherwise in connection with this Agreement or otherwise relating to Agreement, any of the Related Transactionsother Loan Documents or any of the transactions contemplated hereby or thereby; provided, that no Credit Party the Loan Parties shall have any no obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting arising from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliatesof, or its or its commonly controlled affiliates’ respective officersbreach of any Loan Document by, directorsthat Indemnitee, trustees, employees, agents and controlling persons) in each such case as determined by a court final non appealable judgment of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment jurisdiction. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (iiias opposed to direct or actual damages) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excludingarising out of, in connection with, or as a result of, this Agreement, any event, claims against other Loan Document or any such Indemnitee in its capacity agreement or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related theretoinstrument contemplated thereby, the Credit Parties transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof. No Indemnitee referred to in this paragraph shall indemnify such Indemnitee be liable for all liabilitiesany damages arising from the use by unintended recipients of any information or any materials distributed by it through telecommunications, losses, damages, penalties, claims, costs and expenses by reason of such settlement electronic or judgmentother information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. This Section Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcsurvive the termination of this Agreement. arising from any non-Tax claim.Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

Indemnities. The Credit Parties agree, 10.1 Each Assignor will jointly and severallyseverally indemnify and save harmless the Assignee, any receiver and each agent or attorney appointed under or pursuant to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless this Deed from and against any and all expenses, claims, liabilities, obligations, losses, damagestaxes, penaltiescosts, actionsduties, judgmentsfees and charges suffered, suitsincurred or made by the Assignee or such agent or attorney: (a) in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Deed; (b) in the preservation or enforcement of the Assignee’s rights under this Deed or the priority thereof; ​ (c) on the release of any part of the Secured Property from the security created by this Deed; or (d) arising out of any breach by any of the Assignors of any term of this Deed, and the Assignee or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this ▇▇▇▇. All amounts suffered, incurred or paid by the Assignee or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis, provided that nothing in this Clause 10.1 shall require any Assignor to indemnify and save harmless the Assignee or any such receiver, agent or attorney from and against any expenses, claims, costs and expenses (including all reasonable liabilities, losses, taxes, costs, duties, fees and expenses charges suffered, incurred or made by the Assignee as a result of counsel to the Assignee’s or such Indemnitees (limited to one primary counsel for Agent andreceiver’s, if deemed appropriate by Agentagent’s or attorney’s gross negligence, one counsel breach in each relevant jurisdiction and bad faith of this Deed, dishonesty or wilful default. 10.2 If, under any special counselapplicable law or regulation, and one counsel whether pursuant to a judgment being made or registered against any of the Assignors or the bankruptcy or liquidation of any of the Assignors or for any other reason any payment under or in connection with this Deed is made or fails to be satisfied in a currency (the Initial Lenders “Payment Currency”) other than the currency in which such payment is due under or in connection with this Deed (except the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Assignee when converted into the Contractual Currency at the applicable rate of exchange, falls short of the amount due under or in connection with this Deed, the case Assignors, as a separate and independent obligation, shall indemnify and hold harmless the Assignee against the amount of a conflictsuch shortfall. For the purposes of this Clause 10.2, “rate of exchange” means the rate at which the Assignee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto. 10.3 All payments to be made to the Assignee under this Deed shall be made free and clear of and without deduction for or on account of tax unless the Assignors are required to make such payment subject to the deduction or withholding of tax, in which case one additional counsel for each Lender similarly situated the sum payable by such Assignor in respect of which such conflict)) of any kind deduction or nature whatsoever that may withholding is required to be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party made shall have any obligation to an Indemnitee hereunder with respect to liabilities be increased to the extent resulting necessary to ensure that, after the making of such deduction or withholding, the person on account of whose liability to tax such deduction or withholding has been made receives and retains (free from (i) the gross negligence, bad faith any liability in respect of any such deduction or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (iiwithholding) a material breach of net sum equal to the material obligations of sum which it would have received and so retained had no such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment deduction 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 withholding been made or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not required to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimmade.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and Assignor shall indemnify ▇▇▇▇▇▇▇ Science against any and all liabilities, obligationscosts, expenses, damages and losses (including any direct, indirect or consequential losses, damagesloss of profit, penaltiesloss of reputation and all interest, actions, judgments, suits, claims, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses (including expenses) suffered or incurred by ▇▇▇▇▇▇▇ Science arising out of or in connection with: any breach by the Assignor of any of the warranties contained in clause 8; and the enforcement of this Agreement. At the request of ▇▇▇▇▇▇▇ Science, and at the Assignor's own expense, the Assignor shall provide all reasonable fees and expenses assistance to enable ▇▇▇▇▇▇▇ Science to resist any claim, action or proceedings brought against ▇▇▇▇▇▇▇ Science as a consequence of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate any breach by Agent, one counsel the Assignor of the warranties contained in each relevant jurisdiction and any special counselclause 8. This indemnity shall apply whether or not ▇▇▇▇▇▇▇ Science has been negligent or at fault. At its own expense the Assignor shall, and one counsel shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the Initial Lenders (except in the case purpose of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party giving full effect to this Agreement Agreement, including assisting ▇▇▇▇▇▇▇ Science in perfecting title, defending and enforcing the copyright or the transactions consummated any other rights granted to ▇▇▇▇▇▇▇ Science pursuant to this Agreement Agreement, and assisting with any other proceedings which may be brought by or otherwise against ▇▇▇▇▇▇▇ Science against or by any third party relating to the rights assigned by this Agreement. The Assignor irrevocably appoints ▇▇▇▇▇▇▇ Science to be its attorney in its name and on its behalf to execute documents, use the Assignor’s name and do all things which are necessary or desirable for ▇▇▇▇▇▇▇ Science to obtain for itself or its nominee the full benefit of this Agreement. This power of attorney is irrevocable as long as any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material Assignor's obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (excludingthis Agreement remain undischarged. The attorney may, in any event, claims against way it thinks fit and in the name and on behalf of the Assignor: take any such Indemnitee in its capacity action that this Agreement requires the Assignor to take; exercise any rights which this Agreement gives to the Assignor; and appoint and remove one or in fulfilling its role more substitute attorneys with full power as Agent) the Assignor's attorney on terms that the attorney thinks fit. The Assignor must ratify and confirm everything that the attorney and any substitute attorney does or (iv) any settlement of a claim by such Indemnitee without arranges using the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpowers granted under this clause.

Indemnities. The Credit Parties agreeSubject to clause 9 and to compliance by Customer with clause 8.3, jointly IHS Markit shall indemnify Customer against each loss, liability and severallycost (including reasonable legal costs and attorneys’ fees) that Customer incurs or becomes liable for arising out of a claim of infringement of an Intellectual Property Right howsoever arising as a result of or in connection with the use of the Outputs and any other Deliverables or any part of them by the Customer in accordance with this Agreement (including, to indemnify, pay, and hold Agent, the L/C Issuerwithout limitation, each Lender loss, liability and their respective Affiliatescost incurred as a result of defending or settling such claim). Subject to clause 9 and to compliance by IHS Markit with clause 8.3, officersCustomer shall indemnify IHS Markit against each loss, directorsliability and cost (including reasonable legal costs and attorneys’ fees) that IHS Markit incurs or becomes liable for arising out of a claim of (a) infringement of an Intellectual Property Right howsoever arising as a result of or in connection with the receipt or use of the Customer Data or any part of it in accordance with this Agreement (including, employeeswithout limitation, agentseach loss, liability and attorneys cost incurred as a result of defending or settling such claim); or (b) by a third party in connection with any third party's access or use of any of the Services (or any data forming part of the Services) permitted or suffered by Subscriber or its Affiliates (excluding claims covered under 8.2(a)). If a party (“IndemniteesIndemnified”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case becomes aware of a conflict, in matter which case one additional counsel for each Lender similarly situated in respect of such conflict)might give rise to a claim against it as contemplated under clause 8.1 or 8.2: the Indemnified shall promptly notify the other party (“Indemnifier”) of the matter and consult with the Indemnifier with respect to the matter; provided, any kind or nature whatsoever that may be imposed onfailure by the Indemnified to provide such notice will not relieve the Indemnifier of its indemnification obligations under this Agreement except to the extent the Indemnifier can demonstrate actual, incurred by, or asserted against the Indemnitee material prejudice to its ability to mount a defence as a result of such Indemnitees being failure. the Indemnified shall provide to the Indemnifier and its advisors reasonable access to premises and personnel and to all relevant assets, documents and records that it possesses or controls as may be necessary or expedient in order for the Indemnifier to properly deal with such claim; the Indemnified shall: take any action and institute any proceedings, and give any information and assistance the Indemnifier may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter, or enforce against a person (other than the Indemnified) Indemnifier’s rights in relation to the matter; and if the Indemnifier so requests, allow the Indemnifier the exclusive conduct of the proceedings, in each case provided that the Indemnifier shall indemnify the Indemnified for all reasonable costs incurred as a result of such request or choice, and the Indemnified may retain its own counsel at the reasonable cost of the Indemnifier in the event of a bona fide conflict of interest in relation to the indemnified matter where the Indemnifier assumes exclusive conduct of the proceedings as aforesaid. The Indemnified shall not admit liability in respect of or settle the matter nor otherwise knowingly prejudice the defence of the claim without first obtaining the Indemnifier’s written consent (not to be unreasonably withheld or delayed). Notwithstanding the indemnities in this clause 8, the Indemnified shall be obliged to mitigate such losses as it may incur in respect of such indemnified matters. Neither party's liability is excluded or limited by any provision of this Agreement for: death or personal injury caused by the party's negligence or the negligence of the party's employees or agents; breach of the limitations on use of the Outputs fraudulent misrepresentation; or an obligation to pay sums properly due and owing to the other in the course of normal performance of this Agreement. Subject to clause 9.1, neither party shall be liable to the other under or in relation to this Agreement or the transactions consummated pursuant Services (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of or damage to: profits, sales, turnover, contracts, customers, business, reputation, software, data, wasted management or other staff time, losses or liabilities under any other contracts or any indirect, special or consequential loss or damage: regardless of whether the relevant party was aware of the possibility of such matter. The term "loss" as used herein includes a partial loss or reduction in value as well as a complete or total loss. Subject to clauses 9.1 and 9.2, each party’s total liability arising from or in connection with this Agreement (and whether the liability arises because of breach of contract, negligence, misrepresentation or for any other reason) shall be limited to the annual Fees payable by Customer in respect of the year in which the relevant liability arises. Customer recognises that the Outputs (and any other Deliverables) are performance analysis tools designed to assist in the making of investment decisions and the management of securities portfolios, but that Customer shall have and bear sole and complete responsibility for all such decisions and management. Accordingly, IHS Markit will not be liable under this Agreement (even where any other term of this Agreement might suggest otherwise) or in tort (including negligence) or otherwise relating to for any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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, penaltiesexpenses, claimslegal actions or claims whatsoever incurred or sustained by Customer relating to the quality or appropriateness of any analysis, costs recommendations, advice or decisions made (in whole or in part) with the aid of any Output (or other Deliverable). Each party (a) acknowledges that, in entering into this Agreement, it has not relied on any representation or warranty made by the other party that has not been set out in this Agreement; (b) agrees that it will not rely on any representation or warranty made by the other party except to the extent that the representation or warranty concerned is contained in this Agreement; and expenses by reason (c) no conditions, warranties or other terms apply to any Services or Deliverables supplied under this Agreement except to the extent that they are expressly set out in this Agreement. No implied conditions, warranties or other terms shall apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). IHS Markit DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DELIVERABLE SUPPLIED BY IT OR ANY INFORMATION INCLUDED THEREIN. IHS Markit MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO RESULTS TO BE OBTAINED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DELIVERABLES SUPPLIED BY IHS Markit OR ANY INFORMATION INCLUDED THEREIN. IHS Markit MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DELIVERABLES SUPPLIED BY IHS Markit OR ANY INFORMATION INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IHS Markit HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Where the Outputs are identified in the Booking Form as being provided through a third party’s data service or otherwise provided through a third party service, IHS Markit shall have no liability or responsibility to Customer for the quality, functionality or any other aspect of such settlement service, or judgmentthe accuracy, timeliness or completeness of Outputs received by Customer through such service, and Customer shall be solely responsible for maintaining a services agreement directly with the provider of such service for usage of Outputs. This Section 9.1 shall Customer agrees not apply to make any claim against such third party service provider in relation to any aspect of the Outputs, including quality, fitness for purpose or conformance with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimdescription thereof.

Indemnities. Whether or not the transactions contemplated hereby shall be consummated: (a) The Credit Parties agreeBorrower shall pay, jointly and severally, to indemnify, pay, and hold Agentthe Bank, the L/C Issuer, each Lender Issuing Bank and their respective Affiliates, Affiliates and each of their officers, directors, employees, counsel, agents, attorneys, advisors and attorneys other authorized representatives (the each, an “IndemniteesIndemnified Person”) harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, costs charges, expenses and expenses disbursements (including all reasonable fees and expenses counsel fees, including the allocated cost of staff counsel to such Indemnitees (limited to one primary counsel but excluding Taxes, the indemnification for Agent and, if deemed appropriate by Agent, one counsel which is addressed in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Section 4.01) of any kind or nature whatsoever that may be imposed onwith respect to the execution, incurred bydelivery, enforcement, performance and administration of this Agreement and any other Loan Document, and the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or asserted against the Indemnitee as a result of such Indemnitees being a party proceeding related to this Agreement or the transactions consummated pursuant to this Agreement Letters of Credit, or otherwise relating to any the use of the Related Transactionsproceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that no Credit Party the Borrower shall not have any obligation hereunder to an Indemnitee hereunder any Indemnified Person with respect to liabilities any Indemnified Liability to the extent resulting from (i) the gross negligencethat such Indemnified Liability is found in a final, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. (b) The obligations in this Section 11.05 shall survive payment of all other Obligations. At the election of the Borrower, the Borrower shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person’s sole discretion, at the sole cost and expense of the Borrower, provided that no conflict between the interests of the Bank and the Borrower exists with respect to the Indemnified Liabilities, and provided, further that the Borrower may not settle any Indemnified Liability without the consent of such Indemnified Person (which consent shall not be unreasonably withheld or delayed; Borrower agrees that such Indemnified Person may withhold such consent if such settlement (i) does not include an unconditional release of such Indemnified Person from all liability or claims that are the subject of such Indemnified Liability, and (ii) includes any statement as to any admission). All amounts owing under this Section 11.05 shall be paid within 30 days after demand. (c) If any sum due from a Credit Party under this Agreement or another Loan Document or under any order or judgment given or made in relation hereto or thereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or thereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against such Credit Party with any Governmental Authority or in any court or tribunal or (ii) a material breach enforcing any order or judgment given or made in relation hereto, the Borrower shall indemnify and hold harmless each of the material Persons to whom such sum is due from and against any loss actually suffered as a result of any discrepancy between (a) the rate of exchange used to convert the amount in question from the first currency into the second currency and (b) the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency with the second currency after receipt of a sum paid to it in the second currency in satisfaction, in whole or in part, of any such order, judgment, claim or proof. The foregoing indemnity shall constitute a separate obligation of each Credit Party distinct from its other obligations hereunder and shall survive the giving or making of any judgment or order in relation to all or any of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations.

Indemnities. The Credit Parties agree, jointly Each Pledgor agrees to indemnify and severally, to indemnify, payhold harmless Agent from and against, and hold Agentto reimburse Agent for all reasonable out of pocket costs and expenses, the L/C Issuerincluding reasonable attorneys’ fees, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against in connection with any and all liabilitiesclaims, obligationsdemands, actual losses, damages, penalties, actions, judgments, suits, claims, costs judgments and expenses liabilities (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel liabilities for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)penalties) of any whatever kind or nature whatsoever that may be imposed on, incurred by, or asserted against to the Indemnitee as a result of such Indemnitees being a party to extent arising in connection with this Agreement or the transactions consummated pursuant exercise by Agent of any right or remedy granted to this Agreement it hereunder, except for those arising from Agent’s gross negligence, fraud, bad faith or otherwise relating willful misconduct. In no event shall Agent be liable to any Pledgor, in the absence of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, fraud, bad faith or willful misconduct on Agent’s part, for any matter or thing in connection with any such matter. If and to the extent that the obligations of each Pledgor under this Section 2.4 are unenforceable for any reason, each Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.Further Assurances. Each Pledgor shall cause to be filed and recorded at its sole cost and expense such UCC financing statements, in all applicable recording offices of each applicable jurisdiction, as are required to perfect the security interest of Agent in the Pledged Collateral (to the extent such interest is able to be perfected by filing), and will promptly provide Agent with certified copies thereof with evidence of recording indicated thereon. In addition, each Pledgor shall, at such Pledgor’s sole cost and expense, from time to time as reasonably requested by Agent in writing, execute, acknowledge, record, register, file and/or deliver to Agent such other instruments, certificates and documents (including UCC financing statements) as Agent may reasonably request to evidence, confirm, perfect and maintain the liens granted or intended to be granted to Agent by this Agreement, and shall reasonably cooperate with Agent and perform all additional acts which are necessary to effect the purposes of the foregoing, provided that Indemnitee (under no circumstances shall any such instruments, certificates, documents and/or additional acts increase such Pledgor’s obligations under this Agreement or any of its commonly controlled affiliatesotherwise, or its require such Pledgor to provide any additional representations or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwarranties.

Indemnities. The Credit Parties (a) Borrowers agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C IssuerAgent (and each sub agent), each Lender Lender, and their respective Affiliates, and each of their respective officers, directors, employees, agents, advisors, and attorneys (the “"Indemnitees”") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions consummated pursuant contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to this Agreement the Borrowers or otherwise any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Related Transactionsforegoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, provided that no Credit Party Borrowers shall have any no obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith negligence or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment order of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any 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 of the foregoing, each Lender severally agrees to pay to the Administrative Agent (iiior any such sub agent) disputes solely among Indemnitees at a or such Related Party, as the case may be, such Lender's Pro Rata Share (determined as of the time when no Event that the applicable unreimbursed expense or indemnity payment is sought) of Default has occurred and is continuing 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 asserted against Agent (excluding, in or any event, claims such sub agent) or against any Related Party of any of the foregoing acting for Agent (or any such Indemnitee sub agent) in its capacity or connection with such capacity. The obligations of Lenders under this Section 9.1(b) shall survive the payment in fulfilling its role as full of the Obligations and the termination of this Agreement and the resignation of Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree, jointly 12.1 Subject to any liability of the Commercial Manager pursuant to Clause 12.2 hereto the members of the Group hereby ratify and severally, to indemnify, payconfirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold Agentthem harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsperformance of this Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same. 12.2 The Commercial Manager shall be under no liability whatsoever to the members of counsel to such Indemnitees the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel loss of profit arising out of or in each relevant jurisdiction connection with detention of or delay to the Vessel) and any special counsel, and one counsel for the Initial Lenders (except howsoever arising in the case course of a conflictthe performance of the Management Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessel, in which case one additional counsel (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in accordance herewith always being on an individual basis in relation to each Manager) for each Lender similarly situated all incidents or series of incidents arising in respect any calendar year shall never exceed a total of 10 times the actual annual management fees paid in that year. 12.3 No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 12, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder shall also be available and shall extend to protect every such conflict)employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 12 the Commercial Manager is or shall be deemed to be acting as agents or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of and all such Indemnitees being a party persons shall to this Agreement extent be or the transactions consummated pursuant be deemed to be parties to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnities. (a) The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, Borrower must within one (1) Business Day of a demand indemnify the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and Issuing Bank against any and all liabilitiesloss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank. (b) Each Lender must within one (1) Business Day of a demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor including, without limitation, payment of a claim, except to the extent that the loss or liability is caused by the gross negligence or wilful misconduct of the Issuing Bank. (c) A Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement. (d) The Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Subclause. (e) The obligations of the Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Borrower or that Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes: (i) the gross negligence, bad faith any time or willful misconduct of that Indemnitee (or any of its commonly controlled affiliateswaiver granted to, or its or its commonly controlled affiliates’ respective officerscomposition with, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or any person; (ii) a material breach any release of the material obligations of such Indemnitee any person under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in terms of any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment composition or arrangement; (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excludingthe taking, in variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any eventrights against, claims against or security over assets of, any such Indemnitee in its capacity or in fulfilling its role as Agent) or person; (iv) any settlement non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person; (vi) any amendment (however fundamental) of a claim by such Indemnitee without the Borrowers’ consent Finance Document, any Letter of Credit or any other document or security; or (such consent not to be unreasonably withheldvii) any unenforceability, delayed illegality or conditioned); providedinvalidity of any obligation of any person under any Finance Document, if such claim is settled with the Borrowers’ consent any Letter of Credit 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 such settlement other document or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsecurity.

Indemnities. 10.1 The Credit Parties agreeClient shall at all times comply with its obligations under the AWR, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in each relevant jurisdiction accordance with regulation 12 and any special counsel, and one counsel for 13 of the Initial Lenders (except in AWR. 10.2 In the case of Qualifying Temporary Workers the Client shall provide the Employment Business with relevant up to date information about the Relevant Terms and Conditions of comparable employees to enable the Employment Business to determine the Qualifying Temporary Worker’s basic working and employment conditions in accordance with the AWR and the Client shall update this information on an on an ongoing basis in order to ensure compliance with the AWR by the Employment Business. 10.3 The Client shall Indemnify the Employment Business for any liability, cost, claim, award or any other expense incurred by it arising out of:- (a) any damage, loss or liability (whether criminal or civil) of or suffered by the Employment Business (or its officers or employees) in connection with any act or omission of the client or any other employee or agent of the Client; (b) a conflictbreach or alleged breach by the Client, its sub-contractors or any other intermediaries, of the AWR; or (c) any act or omissions by the Client which has resulted in the Employment Business being unable to meet its obligations under the AWR, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of particular a failure by the Client to comply with clause 10.2 above. 10.4 In the event that either party receives an allegation by any kind or nature whatsoever Temporary Worker that may be imposed on, incurred by, or asserted against the Indemnitee as there has been a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations AWR in relation to the supply of such Indemnitee that person to the Client by the Employment Business (whether that allegation has been made as a request for information under regulation 16 of the Loan Documents at AWR or otherwise), it shall provide a time when no Credit Party has breached copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response. 10.5 The Employment Business will within seven days of receiving a written request from the Client provide to it: (a) the number of Temporary Workers currently being supplied to the Client; (b) the parts of the Client’s undertaking in which those Temporary Workers are working; and (c) the type of work those Temporary Workers are carrying out; together with any other information which the Client may reasonably request in relation to any payments made by the Employment Business, its obligations thereunder in sub-contractors or any material respect 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 (excludingother intermediaries to any Temporary Workers, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not order to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled ensure compliance with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties AWR. 10.6 The provisions of this clause 10 shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason survive termination of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis agreement.

Indemnities. The Credit Parties Company and the Ultimate Parent hereby agree, jointly and severally, to indemnifyindemnity, pay, v0\em<'117end and hold Agent, the L/C Issuer, each Lender harmless BCCL and their respective Affiliates, officers, directors, employees, agents, its lawful successors and attorneys (the “Indemnitees”) harmless assigns from and against 0 = f o..T ) (3) ---/--+-l 15 any and all liabilities, obligations, direct losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etccosts and expenses, including reasonable legal fees and disbursements in connection therewith (collectively "Claims") incurred by BCCL, which directly arise out of, result from or may be payable by virtue of any breach of any representation, or warranty made by the Ultimate Parent and/or the Company, or any covenants or agreements made or obligations required to be performed by the Ultimate Parent and/or the Company pursuant to this Agreement, provided that any claim for indemnity pursuant to this Article shall be made by BCCL and its lawful successors and assigns by notice in writing to the Company and the Ultimate Parent. arising It is clarified that the default in the amounts due to be paid by Company under this Agreement would be considered a direct loss to BCCL. 7.2 In the event, BCCL receives any notice or communication from any nonthird party in relation to any Claim, BCCL shall promptly notify the Company and/or the Ultimate Parent of such Claim. BCCL shall not admit compromise or settle the Claim without the prior written consent of the Company/Ultimate Parent. The Company/Ultimate Parent may, if it so desires, by notice to BCCL, decide to defend such Claim on its own. In such circumstances, BCCL shall provide all further information or records at its disposal that may be required by the Company/Ultimate Parent for this purpose. The Company's/Ultimate Parent's obligation to indemnify pursuant to this Article 7 shall arise immediately upon BCCL being required to make any payments or incurring any liability pursuant to a Claim irrespective of any defence or right of appeal available to it. Notwithstanding anything contained in this Article, BCCL shall not be required to make any payments in respect to any Claim and the same shall be borne by the Company and the Ultimate Parent. 7.3 BCCL shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any losses, which in the absence ofmitigation might give rise to a liability in respect of any claim for indemnity under this Article 7. ARTICLES TERMINATION AND CONSEQUENCES OF TERMINATION 8.1 If the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Laws), on or before 14 (Fourteen) days from the Execution Date, this Agreement may be terminated, and the transactions contemplated hereby abandoned, by: (a) BCCL, provided that BCCL has not failed to fulfil any Condition Precedent, which BCCL is responsible for; or (b) the Company or the Ultimate Parent, provided that both the Company and the Ultimate Parent has not failed to fulfil any Condition Precedent, which either the Company or the Ultimate Parent is responsible for. The right to terminate as aforesaid shall be without prejudice to all the rights and remedies under applicable Laws available to such Party including but not limited to the right to seek, as an alternative to termination, specific performance of obligations under this Agreement or terminate this Agreement and seek damages from any Party for the breach committed during the period prior to such termination. 8.2 Notwithstanding the provisions of Article 8.1 above, either Party (the "Non-Tax claim.Defaulting Party") may at its option terminate this Agreement at any time in the event of a breach . by the other Party (the "Defaulting Party") of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, -"-' ..·.f capable of cure or remedy, has not been cured or remedied by the Defaulting Party :.;:--\\!.'WAilRiin 14 (Fourteen) days of the receipt of written notice of such breach or failure from ton-Defaulting Party. The termination by the Non Defaulting Party pursuant to a C? c: c a> Baha/i afar MCJg ¥? (3) C) *" .q_· -+ -7---..;. ew oe\'0'* 16

Indemnities. The Credit Parties agree, jointly and severally, (a) Lender hereby agrees to indemnify, pay, indemnify and hold Agentharmless Borrower and its former, the L/C Issuer, each Lender present and future affiliates and its and their respective Affiliates, directors and officers, directorsemployees and other agents and representatives (to the extent permitted by applicable laws) and each person, employeesif any, agents, and attorneys who controls the Borrower within the meaning of the Securities Act (to the “Indemnitees”fullest extent permitted by applicable law) harmless from and against any and all liabilities, obligationsjudgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, actions, judgments, suits, claims, costs obligations and expenses (including all reasonable fees and expenses including, without limitation, any losses relating to Borrower’s market activities as a consequence of counsel becoming, or of the risk of becoming, subject to such Indemnitees (limited to one primary counsel for Agent andSection 16(b) of the Exchange Act, if deemed appropriate by Agentincluding, one counsel in each relevant jurisdiction without limitation, any forbearance of market activities or cessation of market activities and any special counsel, and one counsel for the Initial Lenders (except losses in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind connection therewith or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from this Agreement) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) the gross negligence, bad faith or willful misconduct any breach by Lender of that Indemnitee (or any of its commonly controlled affiliates, representations or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction warranties contained in Section 7 or (ii) a material any 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 and their directors and officers, and each person, if any, who controls the Lender within the meaning of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 Securities Act from and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, claimsobligations and expenses, costs and expenses incurred or suffered by any such person or entity directly arising from, by reason of, or in connection with (i) 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 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the 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 settlement or judgment. This Section 9.1 notice shall not apply with respect adversely affect the right of the Indemnified Party to Taxes other indemnification under this Agreement, 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 thirty (30) days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within thirty (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 and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any Taxes that represent lossesclaim at its expense, claimsbut such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or litigation under this Section 12 without the written consent of the Indemnifying Party. Notwithstanding the foregoing provisions in this Section 12, an Indemnifying Party shall not be responsible for any special, indirect or consequential damages, etc. arising from any non-Tax claimeven if informed of the possibility thereof.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, Lessee shall upon notice by Lessor indemnify in full and hold Agentharmless, the L/C IssuerLessor, each Lender and their respective Affiliates, its officers, directors, employees, agents, advisors, consultants and attorneys legal counsel and Lessor’s successors and assigns, (the each an “IndemniteesIndemnified Person”) harmless from and against any and all claims (whether or not successful, compromised or settled), actions, liabilities, obligationsdemands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each a “Claim”) in any jurisdiction against or otherwise involving an Indemnified Person and from all losses, costs, damages, penalties, actions, judgments, suits, claims, costs and charges or out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel outside counsel; provided that all documentation shall be subject to such Indemnitees redaction for privilege, confidentiality and similar purposes) (limited each an “Expense”) which an Indemnified Person suffers or incurs from time to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel time (including all Expenses reasonably incurred in each relevant jurisdiction and disputing any special counsel, and one counsel for the Initial Lenders (except Claim and/or in the case of establishing a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may right to be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated indemnified pursuant to this Agreement clause 12 and/or in seeking advice regarding any Claim or otherwise relating in any way related to or in connection with this indemnity), in any such case arising out of Lessee’s performance herewith or under any Operative Document, including, without limitation, the purchase, ownership, delivery, lease, possession, maintenance, condition, operation or other use or return of the Related TransactionsEquipment, the operation of Lessee’s business, or any Tax Obligations; providedprovided that Lessee shall not be required to indemnify any Indemnified Person pursuant to this clause 14 if, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities but only to the extent resulting from (i) the gross negligencethat, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as it is determined by final order of a court of competent jurisdiction or (ii) a material that such Claims and Expenses were the result of such Indemnified Person’s breach of this Agreement, gross negligence or willful misconduct. For the material obligations sake of such Indemnitee clarity and except as otherwise expressly stated herein, it is the intention of Lessee under this clause 12 to indemnify the Loan Documents at Indemnified Persons from all Claims brought by Lessee, any successor in interest of Lessee or any Person, whether acting on its own behalf or acting on behalf of Lessee, or asserting a time when no Credit Party has breached its obligations thereunder in any material respect 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 Claim through Lessee against an Indemnified Person and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding all Expenses related thereto. Unless otherwise agreed, Lessee will be the Credit Parties shall indemnify party directly responsible for calculating, filing and/or otherwise reporting, and paying any and all Tax Obligations indemnified under this clause 12 (but only to the extent such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement indemnified Tax Obligations are or judgment. This Section 9.1 shall not apply should with reasonable care be known to Lessee or with respect to Taxes which Lessor has notified Lessee in writing) in a timely manner that is compliant with all applicable tax laws and rules including but not limited to any and all tax or tax related returns, reports, self assessments, renditions or other than documents required or associated with any Taxes taxes that represent lossesmay be due pursuant to this Agreement and any Lease, claimsany transactions and/or any payments associated with or contemplated hereby. For the avoidance of doubt, damagesnothing in this paragraph shall affect Lessee’s obligation to indemnify Lessor pursuant to the first paragraph of this clause 12. Lessee shall provide any exemption certificate or other documentation necessary to demonstrate that no tax is due or that said tax has been paid to the Lessor’s notice address set forth in clause 19 within fifteen (15) days of receiving a request from Lessor for same. Lessor is a “United States person” (as defined in Section 7701(2)(30) of the Internal Revenue Code) and it shall deliver to Lessee two original copies of Internal Revenue Service Form W-9 properly completed and duly executed by such Lessor, etc. arising from any noncertifying that such Lessor is not subject to U.S. back-Tax claimup withholding pursuant to Section 3406 of the Internal Revenue Code and providing such other information as is required by such Form W-9.

Indemnities. The Credit Parties agree, jointly and severally, (i) Each Party to this Agreement ("Indemnitor") agrees to indemnify, paydefend, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys other (the “Indemnitees”"Indemnitee") harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, suits, judgments, suits, claimsliabilities, costs and expenses, including reasonable attorney's fees and other reasonable legal expenses (collectively "Losses"), arising out of or in connection with: a. the Indemnitor's negligence or willful misconduct; b. any failure by Indemnitor to comply with applicable laws or regulations in connection with this Agreement; or c. any material breach of this Agreement by Indemnitor, including all reasonable Losses asserted against the Indemnitor by the Indemnitee; provided that indemnification and defense shall not apply to the extent any such Loss results from the Indemnitee's own negligence, willful misconduct, failure to comply with applicable law, or material breach of this Agreement. (ii) If any legal proceeding is instituted or any claim is asserted by any third party with respect of which an Indemnitee may seek indemnification from the Indemnitor, the Indemnitee shall (after receipt by it of notice of the commencement of any such legal proceeding or of any such claim) promptly cause written notice of such legal proceeding or claim to be made to the Indemnitor. The Indemnitor may, at its option, settle or defend such proceeding action or claim at its expense provided that any such settlement shall contain a full and final release of Indemnitee without an admission of fault or wrongdoing on the part of Indemnitee. The Indemnitor shall select counsel of its choice, which shall be approved by the Indemnitee and which approval shall not be unreasonably withheld. The Indemnitee shall have the right, at its option and at the expense of the Indemnitor, to separate counsel in such Loss and to participate in the defense thereof, but if the Indemnitor has exercised its option to defend such proceeding action or claim and is providing adequate representation and defense and there is no conflict of interest or additional or inconsistent defense available to the Indemnitee then the fees and expenses of separate counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel shall be at the expense of the Indemnitee. An Indemnitee shall not be liable for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) settlement of any kind proceeding action or nature whatsoever that may claim affected without its participation and consent, which shall not be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party unreasonably withheld. (iii) A Party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities not be liable to the extent resulting from (i) the gross negligenceother Party for consequential, bad faith special or willful misconduct indirect damages under any provision of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement.

Indemnities. (a) The Credit Parties agree, jointly and severally, Trust agrees to indemnify, pay, defend and hold AgentDistributor, its officers and directors and any person who controls Distributor within the L/C Issuermeaning of Section 15 of the 1933 Act, each Lender free and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs demands, liabilities and expenses (including all the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and directors or any such controlling person may incur under the 1933 Act, or under the common law or otherwise, arising out of or based upon any alleged untrue statements of a material fact contained in the Trust's Registration Statement and Exhibits and Prospectuses, or arising out of or based upon any alleged omission to state a material fact required to be stated in such documents or necessary to make the statements in them not misleading, provided, however, that this indemnity, to the extent that it might require indemnity of a person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Trust, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; and further provided that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Trust or its stockholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Trust's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram address to the Trust at its principal office in______________, Michigan, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or legal process shall have been serviced. The failure to so notify the Trust of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on the account of the indemnity contained in this paragraph. The Trust will be entitled at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor. In the event that the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen the Trust will reimburse Distributor, its officers and directors, or the controlling person named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel to such Indemnitees (limited to one primary counsel for Agent andretained by Distributor or them. The indemnification contained in this paragraph and the representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Distributor, if deemed appropriate by Agentits officers and directors, one counsel in each relevant jurisdiction and or any special counselcontrolling person, and one counsel for shall survive the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) delivery of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Units of the Related Transactions; providedTrust hereunder. This indemnity will inure exclusively to Distributor's benefit, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) benefit of its successors, to the gross negligencebenefit of its officers and directors and their respective estates, bad faith and to the benefit of any controlling person and its successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or willful misconduct of that Indemnitee (proceedings against it or any of its commonly controlled affiliatesofficers or directors in connection with the issue and sale of its Units. (b) The Distributor agrees to indemnify, defend and hold the Trust, its several officers and directors, and any person who controls the Trust within the meaning of the Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Trust, its officers or directors, or any such controlling person may incur under the 1933 Act or under the common law or otherwise; but only to the extent that such liability or expense incurred by the Trust, its officers or directors or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained information furnished in writing by Distributor to the Trust for use in the Trust's Registration Statements and Exhibits or Prospectuses or shall arise out of or be based upon any alleged omission to stating material fact in connection with such information required to be stated in such document and necessary to make the statements in them not misleading. Distributor's agreement to indemnify the Trust, its commonly controlled affiliates’ respective officers, officers and directors, trusteesand any such controlling person as aforesaid is expressly conditioned upon Distributor being notified of any action brought against Trust, employeesits officers or directors, agents or any such controlling person, such notification to be given by letter or telegram addressed to the Distributor at its principal office in ______________________________, Michigan, and controlling personssent to it by the person against whom such action is brought, within ten (10) as determined by days after the summons or other first legal process shall have been served. Distributor shall have a court of competent jurisdiction or (ii) a material breach of right to control the material obligations defense of such Indemnitee under action, with counsel of its own choosing, satisfactory to the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); providedTrust, if such claim action is settled with the Borrowers’ consent based solely upon such alleged misstatement or if there is a final judgment for the plaintiff omission on its part, and in any proceeding related theretoother event the Distributor or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. Failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, the Credit Parties shall indemnify it officers or directors, or to such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses controlling person by reason of such settlement untrue statement or judgment. This Section 9.1 shall not apply with respect to Taxes other omission on Distributor's part otherwise than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimon account of its indemnity contained in this paragraph.

Indemnities. The Credit Parties agree8.1 No claim shall be made by the Company or any of the Directors against Mirabaud Securities, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesor any subsidiary undertaking or holding company of Mirabaud Securities or any subsidiary undertaking of any holding company of Mirabaud Securities or any of its directors, officers, directorsor employees (each, employeestogether with Mirabaud Securities, agents, and attorneys (for the purposes of this Clause 8 an “IndemniteesIndemnified Person”) harmless to recover any loss, damage, cost, charge or expense which the Company, the Directors or any holder of Common Shares or other securities of the Company may suffer or incur by reason of or arising out of the carrying out by Mirabaud Securities, 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 from the fraud, negligence or wilful default of Mirabaud Securities or any other Indemnified Person, any failure by Mirabaud Securities to comply with its obligations under this Agreement or any breach by Mirabaud Securities or any other Indemnified Person of the AIM Rules or the FSA's handbook of rules and guidance. 8.2 Without prejudice to the rights of Mirabaud Securities as agent of the Company under common law, the Company hereby undertakes to Mirabaud Securities (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 and all liabilitiesclaims (whether or not successful, obligations, losses, damages, penaltiescompromised or settled), actions, judgmentsliabilities, suitsdemands, claimsproceedings or judgements brought or established against any Indemnified Person in any jurisdiction by any holder of Common Shares or by any governmental agency or regulatory body or any other person whatsoever and against all losses, costs and reasonable costs, charges, expenses (including legal fees reasonably and properly 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, reasonable fees costs, charges, reasonable expenses or taxes suffered or properly incurred in disputing any claim, action, liability, demand or proceedings aforesaid or in establishing its right to be indemnified pursuant to this Clause 8.2) 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; or (b) Mirabaud Securities acting as broker to the Company in accordance with the terms of this Agreement and the AIM Rules; unless and to the extent that any of them arises from the fraud, negligence or wilful default of any Indemnified Person or any failure by Mirabaud Securities to comply with its obligations under this Agreement or any breach by Mirabaud Securities or any other Indemnified Person of the AIM Rules or the FSA's handbook of rules and guidance. 8.3 If Mirabaud Securities becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 8, Mirabaud Securities 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 of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind Indemnified Person may suffer or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee 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 Indemnitees being 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. 8.4 If the Company becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 8 or any matter which may give rise to a claim the Company shall notify Mirabaud Securities and shall provide the Indemnified Persons 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. 8.5 The Company will not without the prior written consent of Mirabaud Securities 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 8 (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. 8.6 Mirabaud Securities may defend, compromise, settle or deal with any claim made or threatened within the scope of the indemnity set out in this Clause 8 as it sees fit (having considered the Company’s reasonable requests). 8.7 Each Indemnified Person shall be entitled to enforce its rights under this Clause 8 pursuant to the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, notwithstanding that such Indemnified Person is not a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnities. The Credit Parties agreeWhether or not the transactions contemplated hereby shall be consummated, jointly and severally, Borrower agrees to indemnify, paydefend, and hold AgentBank, and the L/C Issuer, each Lender and their respective Affiliatesshareholders, officers, directors, employeesemployees and agents of Bank (each, agentsan "INDEMNIFIED PERSON"), and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys fees and costs (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by reason of such settlement or judgment. This Section 9.1 shall not apply Borrower, with respect to Taxes other than or arising out of any Taxes proposed acquisition by Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against Borrower or any of its Subsidiaries (collectively, the "INDEMNIFIED LIABILITIES"), provided that represent losses, claims, damages, etc. Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of, or violations of this Agreement by, any non-Tax claimsuch Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person of the type contemplated by this Section, the Indemnified Person shall notify Borrower within thirty days of Bank being notified in writing of the commencement of such action, suit or proceeding, and Borrower will assume the defense of such action, suit or proceeding, employing counsel selected by Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment of the outstanding Note for a period of five years.

Indemnities. The Credit Parties agree, jointly Council shall indemnify and severally, to indemnify, pay, keep indemnified in full the Provider (for itself and hold Agent, for the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses benefit of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and Sub-Contractor) against all Losses incurred by the Provider or any special counsel, and one counsel for relevant Sub-Contractor in connection with or as a result of: a breach by the Initial Lenders (except in Council of its obligations under clause 49.3 above; subject to clause 49.15 any claim or demand by any Transferring employee arising out of the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) employment of any kind Transferring Employee provided that this arises from any act, fault or nature whatsoever that may be imposed onomission of the Council in relation to any Transferring Employee prior to the date of the Relevant Transfer (save where such act, incurred by, fault or asserted against the Indemnitee omission arises as a result of the Provider’s or any of its Sub-Contractor’s failure to comply with Regulation 13 of TUPE) and any such Indemnitees being claim is not in connection with the Service Transfer Date. Where any liability in relation to any Transferring Employee, in respect of his or her employment by the Council or its termination which transfers in whole or part in accordance with TUPE and/or the Directive arises partly as a party to this Agreement result of any act or omission occurring on or before the Service Transfer Date and partly as a result of any act or omission occurring after the Service Transfer Date, the Council shall indemnify and keep indemnified in full the Provider or the transactions consummated pursuant relevant Sub-Contractor against only such part of the Losses sustained by the Provider or any Sub-Contractor in consequence of the liability as is reasonably attributable to the act or omission occurring before the Service Transfer Date. The indemnities contained in clause 49.8 shall apply as if references in those clauses to any Transferring Employee also included a reference to any Relevant Employee and references to any act, fault or omission of the Council also included a reference to the relevant third party provider employer of the Relevant Employee prior to the Service Transfer Date to the extent that the Council recovers any sum in respect of the subject matter of those indemnities from such Third Party Provider under any indemnity or other legal entitlement it has against such Third Party Provider. The Council will use all reasonable endeavours to recover any such sums under any such entitlement as in mentioned in this Agreement or otherwise relating clause. The Provider shall indemnify and keep indemnified in full the Council, and at the Council's request each and every service provider who shall provide any service equivalent to any of the Related TransactionsServices immediately after expiry or earlier termination of this Contract (“Future Provider”) against: all Losses incurred by the Council or any Future Provider in connection with or as a result of any claim or demand against the Council or any Future Provider by any person who is or has been employed or engaged by the Provider or any Sub-Contractor in connection with the provision of any of the Services where such claim arises as a result of any act, fault or omission of the Provider and/or any Sub-Contractor after the Service Transfer Date; provided, that no Credit Party shall have all Losses incurred by the Council or any Future Provider in connection with or as a result of a breach by the Provider of its obligations under clause 49.4 above; and all Losses incurred by the Council or any Future Provider in connection with or as a result of any claim by any trade union or staff association or employee representative (whether or not recognised by the Provider and/or the relevant Sub-Contractor in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Provider and/or any Sub-Contractor to comply with any legal obligation to an Indemnitee hereunder such trade union, staff association or other employee representative whether under Regulations 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Service Transfer Date. The Provider shall indemnify and keep indemnified in full the Council and/or the previous provider(s) of these Services, against all Losses incurred by them in connection with or as a result of: the change of identity of employer occurring by virtue of TUPE 2006 to the Provider or the relevant Sub-Contractor being significant and detrimental to any of the Relevant Employees or to any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE 2006) on or before the Service Transfer Date as a result of the change in employer and whether such claim arises before or after the Service Transfer Date; any proposed or actual change by the Provider or any Sub-Contractor to the Relevant Employees' working conditions, terms or conditions or any proposed measures of the Provider or the relevant Sub-Contractor which are to any of the Relevant Employee’s material detriment or to the material detriment of any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE 2006) on or before the Service Transfer Date as a result of any such proposed changes or measures and whether such claim arises before or after the Service Transfer Date; and any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Provider or Sub-Contractor to the Relevant Employees or their representatives whether before on or after the Service Transfer Date and whether liability for any such claim arises before on or after the Service Transfer Date. For the avoidance of doubt, the indemnities in clauses 49.10 and 49.12 shall not apply in respect of any sum for which the Council is to liabilities indemnify the Provider or a relevant Sub-Contractor pursuant to clause 49.8 or to the extent resulting that the claim arises from (i) a wrongful act or omission of the gross negligence, bad faith or willful misconduct of that Indemnitee (Council or any Future Provider. The Provider shall (and shall procure that any Sub-Contractor shall) within fourteen (14) Business Days of a request by the Council or following the service of a termination notice under clause 16 or as a consequence of the Council notifying the Provider of its commonly controlled affiliates, intention to retender this Contract: on receiving a request from the Council provide in respect of any person engaged or its employed by the Provider or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach any Sub-Contractor in the provision of the material obligations Services (the Assigned Employees) full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of (including details of the occupational pension provision made in respect of each such Indemnitee under employee)and other matters affecting each of those Assigned Employees who it is expected, if they remain in the Loan Documents employment of the Provider or of any Sub-Contractor as the case may be until immediately before the Termination Date, would be Returning Employees (the Retendering Information); provide the Retendering Information promptly and at a time when no Credit Party has breached its obligations thereunder cost to the Council; notify the Council forthwith in writing of any material respect changes to the Retendering Information promptly as determined and when such changes arise; and Without prejudice to clauses 49.14 and 49.21 the Provider shall provide and shall procure that any Sub-Contractor shall provide the Employee Liability Information to the Council at such time or times as are required by a court TUPE, and shall warrant at the time of competent jurisdiction in a final nonproviding such Employee Liability Information that such information will be updated to take account of any changes to such information as is required by TUPE. The Provider shall (and shall procure that any Sub-appealable judgment or (iiiContractor shall) 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 (iv) any settlement following the service of a claim by such Indemnitee without termination notice or as a consequence or the Borrowers’ consent (such Council notifying the Provider of its intention to retender this contract: be precluded from making any material increase or decrease in the numbers of Assigned Employees; be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Council's prior written consent not to be unreasonably withheld, delayed withheld or conditioned)delayed; provided, if such claim is settled and be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Services to provide the Services save with the Borrowers’ consent Council's prior written consent, not to be unreasonably withheld or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties delayed. The Provider shall indemnify such Indemnitee for and shall keep indemnified in full the Council and at the Council's request any Future Provider against all liabilities, losses, damages, penalties, claims, costs and expenses Losses arising from any claim by reason any party as a result of such settlement the Provider or judgment. This Section 9.1 Sub-Contractor failing to provide or promptly to provide the Council and/or any Future Provider where requested by the Council with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Retendering Information and/or Employee Liability Information provided that this indemnity shall not apply with in respect of the Retendering Information to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimsuch information was originally provided to the Provider by the Council and was materially inaccurate or incomplete when originally provided.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section ‎2: 2.7.1. The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe extent permitted by law, payany Holder, whose Registrable Securities are included in the registration, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsany underwriter for such Holder, and attorneys (each person, if any, who controls the “Indemnitees”) harmless Holder or such underwriter, from and against any and all losses, damages (excluding indirect or consequential damages), claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsjoint or several, costs and expenses (including reasonable legal expenses and any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon written demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable to any Holder, underwriter or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Holder, such underwriter or such controlling persons claiming for indemnification in writing specifically for inclusion therein; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the indemnity agreement contained in this Section ‎2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling shareholder, the underwriter or any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2. Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against any and all losses, damages (excluding indirect or consequential damages), claims, liabilities, costs or expenses (including reasonable fees legal expenses and any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of counsel or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but, in each case, only to the extent of such information relating to such Indemnitees Holder and provided in writing by such Holder, and each such Holder will reimburse the Company, any underwriter, any other person participating in the distribution and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement shall be individual and several by each Holder and shall not be joint. The foregoing indemnity is also subject to the condition that, insofar as it relates to any such untrue statement (limited or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to one primary counsel for Agent the benefit of (i) the Company, (ii) any underwriter and any person, if any, controlling the Company or the Underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the indemnity agreement contained in this Section ‎2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.7.3. Promptly after receipt by an indemnified party, pursuant to the provisions of Section ‎2.7.1 or ‎2.7.2, of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section ‎2.7.1 or ‎2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if deemed appropriate by Agent, one counsel the defendants in each relevant jurisdiction any action include both the indemnified party and any special counsel, the indemnifying party and one the indemnified party reasonably believes that there is a conflict of interests which would prevent counsel for the Initial Lenders (except 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 case defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section ‎2.7.1 or ‎2.7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a conflictrelease from all liability in respect to such claim or litigation, unless otherwise approved in writing by such indemnified party. 2.7.4. Notwithstanding anything to the contrary herein, the foregoing indemnity agreements of the parties in this Section ‎2.7 are subject to the condition that, insofar as they relate to losses, damages, claims, liabilities, costs and expenses arising from any untrue statement or alleged untrue statement of a material fact contained, or omission or alleged omission of a material fact from, a preliminary prospectus (or necessary to make the statements therein not misleading) that has been corrected in the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC under the Securities Act (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and such indemnified party failed to deliver, at or before the confirmation of the sale of the shares registered in such offering, a copy of the Final Prospectus to the person asserting the loss, liability, claim or damage, in any case in which case one additional counsel such delivery was required under the Securities Act. If recovery is not available under the foregoing indemnification provisions, for each Lender similarly situated any reason other than as specified therein, the indemnifying party, in respect lieu of indemnifying such conflict)) of any kind indemnified party hereunder, shall contribute to the amount paid or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee payable by such indemnified party as a result of such Indemnitees being a party loss, liability, claim, damage or expense in such proportion as is appropriate to this Agreement or reflect the transactions consummated pursuant to this Agreement or otherwise relating to any relative fault of the Related Transactions; providedindemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, that no Credit Party liability, claim, damage or expense, as well as any other relevant equitable considerations. In determining the amount of contribution to which the respective parties are entitled, there shall have any obligation be considered the parties’ relative knowledge and access to an Indemnitee hereunder information concerning the matter with respect to liabilities which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the extent resulting circumstances. In no event shall the liability of a Holder exceed the net proceeds from (i) the gross negligenceoffering received by such Holder. 2.7.5. Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach the obligations of the material obligations Company and Holders under this Section ‎2.7 shall survive the completion of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court offering of competent jurisdiction Registrable Securities in a final non-appealable judgment or (iii) disputes solely among Indemnitees at a time when no Event registration under this Section ‎2.7, and otherwise shall survive the termination 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Sections 6 or 7: 9.1 The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe fullest extent permitted by law, payany Stockholder and any underwriter for such Stockholder, and hold Agenteach person, if any, who controls the L/C IssuerStockholder or such underwriter, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actionsliabilities, judgments, suits, claimsjoint or several, costs and expenses (including all reasonable fees and expenses of counsel any amounts paid in any settlement effected with the Company's consent) to which the Stockholder or any such Indemnitees underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated or actions or proceedings in respect thereof), costs or expenses arise out of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the gross negligenceregistration statement or included in the prospectus, bad faith as amended or willful misconduct of that Indemnitee (or any of its commonly controlled affiliatessupplemented, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) the omission or alleged omission to state therein a material breach fact required to be stated therein or necessary to make the statements therein, in the light of the material obligations circumstances in which they are made, not misleading, and the Company will reimburse the Stockholder, such underwriter and each such controlling person of the Stockholder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment loss, claim, damage, liability, action 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned)proceeding; provided, if however, that the Company will not be liable to any such claim is settled with the Borrowers’ consent Stockholder, underwriter or if there is a final judgment for the plaintiff controlling person in any proceeding related theretosuch case to the extent that any such loss, the Credit Parties shall indemnify damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Indemnitee Stockholder, such underwriter or such controlling persons in writing specifically for all liabilitiesinclusion therein; provided, lossesfurther, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 that this indemnity shall not apply with respect be deemed to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.relieve any

Indemnities. 21.1 The Credit Parties agree, jointly Issuer shall indemnify each of the Agents and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesits directors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) harmless from and agents against any and all losses, liabilities, obligationscosts, losses, damages, penaltiesclaims, actions, judgmentsdemands or expenses (together, suits“Losses”) (including, claimsbut not limited to, costs all properly documented and incurred costs, legal fees, charges and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent andtogether, if deemed appropriate by Agent, one counsel “Expenses”) paid or incurred in each relevant jurisdiction and disputing or defending any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in Losses) which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind it may incur or nature whatsoever that which may be imposed on, incurred by, or asserted made against the Indemnitee it as a result of such Indemnitees being 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 its own gross negligence, wilful misconduct or fraud or that of its officers, directors or employees. 21.2 Each Agent shall severally indemnify the Issuer against all Losses, (including, 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 party 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 transactions consummated pursuant Agents. 21.4 Each Agent will only be liable to the Issuer for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (“Liabilities”) to the extent that the Agent has been grossly negligent, in wilful misconduct or fraudulent in respect of its obligations under this Agreement. For the avoidance of doubt, the failure of any Agent to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the 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 delay or failure to perform under this Agreement or otherwise relating to for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Related Transactions; providedAgents including without limitation: strikes, that 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 Credit Party longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall have 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 for any obligation to an Indemnitee hereunder with respect to liabilities to loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable and whether or not the extent resulting from (i) relevant Agent has been advised of the gross possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, bad faith breach of contract, duty or willful misconduct of that Indemnitee (otherwise. 21.7 Each Agent shall be entitled to take any action or to refuse to take any of its commonly controlled affiliatesaction which the relevant Agent regards as necessary for the relevant Agent to comply with any Applicable Law, regulation or fiscal requirement, or its the rules, operating procedures or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court market practice of competent jurisdiction any relevant stock exchange or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment other market 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimclearing system.

Indemnities. The Credit Parties agree, jointly and severally, (a) Borrower hereby agrees to indemnify, pay, indemnify and hold Agentharmless Lender, the L/C IssuerTrustee, each Lender and their respective Affiliates, and the officers, directors, managers, members, employees, agentsrepresentatives and agents of Lender, the Trustee and attorneys their respective Affiliates (each such Person, an "Indemnified Person" and collectively, the “Indemnitees”"Indemnified Persons") harmless on demand from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or reasonable costs, claims, costs expenses and expenses disbursements of any kind (including all reasonable fees and expenses disbursements of counsel legal counsel) in any way related to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of contemplated by the Related TransactionsTransaction Documents (collectively, "Indemnified Amounts"); provided, that no Credit Party Borrower shall not have any obligation obligations pursuant to an Indemnitee hereunder with respect this clause (a) relating to liabilities to the extent any Indemnified Amounts resulting solely from (i) the gross negligence, willful misconduct or bad faith or willful misconduct of that Indemnitee an Indemnified Person. (or b) Borrower, at the request of any of its commonly controlled affiliatesIndemnified Person, or its or its commonly controlled affiliates’ respective officersshall have the obligation to defend against any indemnifiable matter contemplated in clause (a) above, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (excludingBorrower, in any event, claims may participate in the defense thereof with legal counsel of Borrower's choice. In the event that such Indemnified Person requests Borrower to defend against any indemnifiable matter contemplated in clause (a) above, Borrower shall promptly do so and such Indemnified Person shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnified Person in defending against any such Indemnitee in its capacity indemnifiable matter, shall vitiate or in fulfilling its role as Agentany way impair Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnified Person. Borrower agrees that any indemnification or other protection provided to any Indemnified Person pursuant to this Section 8.4 (Indemnities) shall (i) survive payment in full of the Loans and (ii) inure to the benefit of any Person that was at any time an Indemnified Person under this Agreement or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTransaction Document.

Indemnities. The Credit Parties agree, jointly 14.1 Subject to any liability of the Company pursuant to Clause 14.2 hereto the Owner hereby ratifies and severally, to indemnify, payconfirms, and undertakes at all to ratify and confirm, whatever may be done or caused to be done by the Company in the course of or in the provision of the Services and the Owner hereby undertakes to keep the Company and its respective employees and agents indemnified and to hold Agentthem harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsperformance of this Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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, legal costs and expenses on a full indemnity basis) which the Company may suffer or incur (either directly or indirectly) in defending or settling the same. 14.2 The Company shall be under no liability whatsoever to the Owner for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of the performance of the Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Company or its employees or agents or subcontractors employed by reason it in connection with the Vessel. 14.3 No employee, agent or subcontractor of such settlement the Company shall in any circumstances whatsoever be liable to the Owner for any loss, damage or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. delay arising or resulting directly or indirectly from any nonact, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 14, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to and enjoyed by the Company or to which the said Company is entitled hereunder shall also be available and shall extend to protect every such employee, agent or subcontractor of the Company acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 14 the Company is or shall be deemed to be acting as agents or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-Tax claimcontractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

Indemnities. 26.1.1 The Credit Parties agreeSeller shall fully indemnify and keep indemnified the Council against any action, jointly claim, demand, costs, charges and severallyexpenses arising from or incurred by reason of any infringement or alleged infringement of any letters, patent, registered design, trademark or trade name protected in the United Kingdom by the use or sale of the Goods or any of the Goods and against all costs and damages which the Council may incur in any action for such infringement or for which the Council may become liable in any such action. 26.1.2 In the event of any claim being made or action brought against the Council arising out of the matters referred to indemnify, pay, and hold Agentin this Condition, the L/C IssuerSeller shall be promptly notified thereof and may, each Lender with the prior written consent of the Council, at his own expense conduct all negotiations for the settlement of the same and their respective Affiliatesany litigation that may arise therefrom. The Council shall not, officers, directors, employees, agents, unless and attorneys (until the “Indemnitees”) harmless Seller shall have failed to promptly take over the conduct of the negotiations or litigation or been refused consent by the Council to take over the conduct of the same make any admission which might be prejudicial thereto. The conduct by the Seller of such negotiations or litigation shall be conditional upon the Seller having first given to the Council such reasonable security as shall from and against time to time be required by the Council to cover the amount ascertained or agreed or estimated as the case may be of any and all liabilities, obligations, lossescompensation, damages, penaltiesexpenses and costs for which the Council may become liable. The Council shall, at the request of the Seller, afford all available assistance for any such purposes and shall be repaid any expenses incurred in so doing. 26.2 The Seller shall indemnify and keep indemnified the Council against all loss, damage, actions, judgments, suits, claims, demands and liability suffered and legal fees and costs incurred by the Council resulting from a breach of this Contract by the Seller. 26.3 The Seller shall indemnify and expenses keep indemnified the Council against all losses and claims for death, injuries or damage to any person or property whatsoever (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel where the Contract is for the Initial Lenders (except supply of goods the goods themselves) which may arise out of or in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any consequence of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach performance of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 Contract and is continuing (excludingagainst all claims, in any eventdemands, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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, lossesproceedings, damages, penaltiescosts, claims, costs charges and expenses by reason of such settlement whatsoever in respect thereof or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimin relation thereto.

Indemnities. The Credit Parties agree, jointly Elevon shall indemnify the Master Distributor and severally, to indemnify, pay, keep the Master Distributor fully and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless effectively indemnified on demand from and against any and all liabilitieslosses, obligations, lossesclaims (or claims for indemnity from any Licensee against a claim), damages, penaltiescosts, actionscharges, judgmentsexpenses, suitsliabilities, claimsdemands, costs proceedings and expenses (including actions which the Master Distributor may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of the normal use or possession of the Software Materials infringes the Intellectual Property Rights of any third party provided that: the Master Distributor notifies Elevon in writing as soon as reasonably practicable of any infringement, suspected infringement or alleged infringement of which it becomes aware; Elevon is given immediate and complete control of such claim; that neither the Master Distributor nor a Sub-Distributor or Licensee prejudice Elevon's defence of such claim; that the Master Distributor gives Elevon all reasonable fees and expenses of counsel to assistance with such Indemnitees claim (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for at Elevon's expense); that the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee claim does not arise as a result of such Indemnitees being a party to the use of the Software Materials otherwise than in accordance with the terms of this Agreement or the transactions consummated pursuant to this an End-User Agreement or otherwise relating to with any equipment or programs not approved by Elevon; the infringement does not arise out of a modification or enhancement of the Related TransactionsSoftware by the Master Distributor or its Sub-Distributor; provided, and that no Credit Party Elevon shall have the right to replace or change all or any obligation part of the Software Materials in order to an Indemnitee hereunder with avoid any infringement provided that it does not reduce the functionality, compatibility or utility, of the Software Materials or any part of them by so doing. The foregoing states the entire liability of Elevon to the Master Distributor in respect of the infringement of the Intellectual Property Rights of any unaffiliated third party. Elevon shall indemnify the Master Distributor and keep the Master Distributor fully and effectively indemnified on demand from and against any and all claims, losses, liabilities, damages, costs, charges, demands, proceedings, actions and expenses which the Master Distributor may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to liabilities or by reason of a claim for breach of warranty, design defect, negligence or product liability or any similar claim directly attributable to the Software Materials save to the extent resulting from (i) that such claim arises as a result of: the gross negligence, bad faith or willful misconduct of that Indemnitee (Master Distributor's or any of its commonly controlled affiliatesagents' negligent act or omission, recklessness or its wilful misconduct or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material any breach of its obligations under this Agreement or any End-User Agreement; or arises as a result of the material obligations use of the Software Materials otherwise than in accordance with the terms of this Agreement or an End-User Agreement or with any equipment or programs not approved by Elevon; or arises out of a modification or enhancement of the Software by the Master Distributor; and provided that: Elevon is informed immediately in writing of the claim and given immediate and complete control of such Indemnitee claim, the Master Distributor does not prejudice Elevon's defence of such claim; and the Master Distributor gives Elevon all reasonable assistance with such claim (at Elevon's expense). Elevon's aggregate liability under this Clause 22.2 shall be limited to a sum equal to the Loan Documents at a time when no Credit Party has breached its obligations thereunder total Royalties received by Elevon from the Master Distributor in any material respect 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 the then current Year pursuant to this Agreement. The Master Distributor shall indemnify Elevon and is continuing (excluding, in any event, claims keep Elevon fully and effectively indemnified on demand from and against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etccosts, charges, expenses, liabilities, demands, proceedings and actions which Elevon may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of: any breach by the Master Distributor of its obligations under any End-User Agreement or any breach by its Sub-Distributors under any analogous obligations; or any unauthorised action or omission of the Master Distributor, its employees, agents, its Sub-Distributors or Licensees; or the manner in which the Master Distributor or its Sub-Distributors market the Software (if not approved by Elevon); or the independent and unauthorised supply by the Master Distributor or by any of its Sub-Distributors of any products or services for use in conjunction with or in relation to the Software; and provided that: Elevon notifies the Master Distributor in writing as soon as reasonably practicable of any potential claim for which indemnity will be sought; the Master Distributor is given immediate and complete control of such claim; Elevon ensures that it does not prejudice the Master Distributor's defence of such claim; subject to Elevon's obligations to testify or submit other evidence in any legal or arbitral proceeding; and Elevon gives the Master Distributor all reasonable assistance with such claim (at the Master Distributor's expense). arising The Master Distributor's aggregate liability under this Clause 23.3 shall be limited to a sum equal to the total Royalties received by Elevon from any non-Tax claimthe Master Distributor in the then current Year.

Indemnities. The Borrower hereby agrees to reimburse and indemnify the respective Letter of Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from Issuer for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; PROVIDED, HOWEVER, that Borrower shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent disbursements resulting from (i) the such Letter of Credit Issuer's gross negligence, bad faith negligence or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach the failure of the material obligations respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Indemnitee under Letter of Credit. To the Loan Documents at a time when no extent the respective Letter of Credit Party has breached its obligations thereunder in any material respect as determined Issuer is not indemnified by a court Borrower, the Participants will reimburse and indemnify such Letter 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 (excludingCredit Issuer, in any eventproportion to their respective Percentages, claims for and against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, obligations, losses, damages, penalties, claims, costs and actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by reason such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; PROVIDED, HOWEVER, that no Participants shall be liable for any portion of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, claims, damages, etc. arising penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any non-Tax claimsuch Letter of Credit Issuer's gross negligence or willful misconduct.

Indemnities. The Credit Parties agree(a) Notwithstanding the completion of the transactions contemplated under this Agreement or E*Comnetrix's Investigation, the representations, warranties and acknowledgements of any of the Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the benefit of E*Comnetrix. If any of the representations, warranties or acknowledgements given by any of the Shareholders is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of any of the Shareholders, then the party or parties responsible for any misrepresentation or breach of warranty, acknowledgement, covenant or agreement shall jointly and severally, to indemnify, pay, severally indemnify and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) save harmless E*Comnetrix from and against any and all liabilitiesliability, obligationsclaims, debts, demands, suits, actions, penalties, fines, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of counsel any kind whatsoever which may be brought or made against E*Comnetrix by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by E*Comnetrix, 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 E*Comnetrix, directly or indirectly, arising out of any material assessment or reassessment levied upon EXSTREAM for tax, interest and/or penalties relating to such Indemnitees any period of business operations up to and including the Closing Date and all claims, demands, costs (limited to one primary counsel for Agent andincluding legal fees, if deemed appropriate by Agent, one counsel in each relevant jurisdiction disbursements and taxes as charged on a lawyer and own client basis) and expenses of any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated kind whatsoever in respect of such conflict)the foregoing. (b) Notwithstanding the completion of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to transactions contemplated under this Agreement or any investigation by the transactions consummated Shareholders, the representations, warranties and acknowledgements of E*Comnetrix contained in this Agreement or any certificates or documents delivered by E*Comnetrix pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the benefit of the Shareholders. If any of the representations, warranties or otherwise acknowledgements given by E*Comnetrix is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of E*Comnetrix, then E*Comnetrix shall indemnify and save harmless the 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 E*Comnetrix for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect of the Related Transactions; providedforegoing. Subject to any regulatory approval that may be required, that no Credit Party shall have 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 E*Comnetrix for the 30 trading days preceding the date of any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined award ordered by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not pursuant to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis indemnity.

Indemnities. The Credit Parties agreeEach of AltaRex and ViRexx hereby mutually covenant and agree to indemnify and save harmless (in such indemnifying capacity, jointly and severally, to indemnify, pay, and hold Agentcollectively, the L/C Issuer, “Indemnifying Parties” and individually an “Indemnifying Party”) each Lender other and their respective Affiliatesthe directors, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling personsthe partners of each other (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) as determined from and against all liabilities claims, losses, costs (including without limitation legal fees and disbursements on a solicitor and his own client basis) fines, penalties, damages and expenses to which any Indemnified Party may be subject or may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by a court or arising directly or indirectly by reason or in consequence of competent jurisdiction (i) any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or any other certificate or instrument executed and delivered pursuant to this Agreement; or (ii) any information or statement contained in the Information Circular relating to the Indemnifying Party or the business, operations, results of operations, assets, capitalization, financial condition, rights, liabilities, prospects or privileges of the Indemnifying Party and whether on a prospective or pro forma basis, containing an untrue statement of a material breach fact, or omitting to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the material obligations circumstances in which it was made or otherwise being inaccurate or containing a misrepresentation. If any matter or thing contemplated by this Section 8.6 (any such matter or thing being hereinafter referred to as a “Claim”) is asserted against the Indemnified Party, or if any potential Claim contemplated by this Section 8.6 shall come to the knowledge of the Indemnified Party, the Indemnified Party shall notify the Indemnifying Party as being the object of a Claim as soon as possible of the nature of such Indemnitee Claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liabilities under this Section 8.6 except to the Loan Documents extent that the failure materially prejudices the Indemnifying Party) and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) at a time when no Credit Party has breached its obligations thereunder in expense to assume the defence of any material respect as determined suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably. No admission of liability or settlement of any such Claim may be made 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 (excludingeither Party, without, in any eventeach case, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement the prior written consent of a claim by such Indemnitee without the Borrowers’ consent (other Party, such consent not to be unreasonably withheld. In respect of any such Claim, delayed the Indemnified Party shall have the right to retain separate or conditioned)additional counsel to act on its behalf and participate in the defence thereof provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party does not assume the defence of such suit on behalf of the Indemnified Party within three Business Days of the Indemnifying Party receiving notice of such Claim; providedor the named Parties to any such Claim (including any added third or interpleaded party) include both Parties, if and the Indemnified Party shall have been advised in writing by its counsel, acting reasonably, that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case the Indemnifying Party, as applicable, shall not have the right to assume the defence of such claim is settled with Claim but shall be liable to pay the Borrowers’ consent or if there is a final judgment reasonable fees and expenses of counsel 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimIndemnified Party).

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, (a) Manager shall indemnify and hold Agent, the L/C Issuer, each Lender harmless Owner and its shareholders and Affiliates and their respective Affiliatespartners, shareholders, directors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) harmless agents from and against any and all liabilitiesliability, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including "Liabilities") incurred by reason of the management and operation of the Project by Manager during the Term insofar and only insofar as such Liabilities are caused by the Demonstrable Negligence, willful misconduct or willful violation of Legal Requirements by Manager. Project employees other than the Executive Personnel shall not be deemed to be employees or agents of, or otherwise acting on behalf of, Manager. "Demonstrable Negligence,, shall mean a demonstrable failure, established by clear and convincing evidence, to use such care as a reasonably prudent person would use under similar circumstances. (b) Owner shall indemnify and hold harmless Manager and its shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all Liabilities (INCLUDING THOSE CAUSED BY THE SIMPLE NEGLIGENCE OF THE INDEMNITEE THAT DOES NOT CONSTITUTE DEMONSTRABLE NEGLIGENCE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE STRICTLY LIABLE) (i) arising out of or incurred in connection with the construction, renovation, management or operation of the Project or (ii) which may be asserted or arise as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Project of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Project or the applicability of any Legal Requirements relating to Hazardous Materials, except, in the case of both (i) and (ii) above, those Liabilities caused by the Demonstrable Negligence, willful misconduct or willful violation of Legal Requirements by Manager during the Term. (c) In case an action covered by this Section 8.4 is brought against any indemnified party, the indemnifying party will be entitled to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party, s counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) such indemnified party shall have been advised by counsel that there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of. such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of counsel to such Indemnitees more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). (limited to one primary counsel for Agent andd) The provisions of this Section shall survive any termination or expiration of this Agreement, if deemed appropriate whether by Agent, one counsel in each relevant jurisdiction and any special counsellapse of time or otherwise, and one counsel for shall be binding upon the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ parties hereto and their respective officers, directors, trustees, employees, agents successors and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimassigns.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, Each Seller (each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities itself) agrees to the extent resulting from (i) severally indemnify, defend and save harmless each Buyer Indemnified Party, other than for the gross negligence, bad faith or willful misconduct of that Indemnitee (such Buyer Indemnified Party or any of its commonly controlled affiliatesRelated Parties, or its or its commonly controlled affiliates’ respective officersforthwith on demand, directors, trustees, employees, agents from and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by their respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Buyer Indemnified Party may incur or which may be asserted against any Buyer Indemnified Party by any Person (including (x) any Obligor or any other Person whether on its own behalf or derivatively on behalf of such Seller and (y) any Person which is entitled to indemnification from the Buyer under the terms of any Transaction Document) arising from or incurred in connection with: (i) the characterization in any nonPurchase Report or other statement made by such Seller of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization; (ii) any representation or warranty or statement made or deemed made by such Seller under or in connection with this Agreement (including the Existing Purchase Agreement) or any other Transaction Document to which it is a party or other document delivered by such Seller or to be delivered by such Seller in connection herewith or with any other Transaction Document to which it is a party being incorrect in any material respect when made or deemed made or delivered and for which such Seller has not credited the Buyer pursuant to Section 2.03 hereof or of the Existing Purchase Agreement or otherwise; (iii) the failure by such Seller to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; or the failure of any Receivable or any Related Security with respect thereto to conform to any such Law; (iv) the failure of the Buyer or BP Factoring, as the case may be, to have obtained legal and equitable title to each Receivable and all Related Security and Collections transferred or purported to be transferred to the Buyer or BP Factoring, as the case may be, by such Seller under this Agreement or the Existing Purchase Agreement, free and clear of any Lien (other than Permitted Liens); (v) the failure to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto transferred or purported to be transferred to the Buyer or BP Factoring, as the case may be, by such Seller under this Agreement or the Existing Purchase Agreement, and the proceeds of any thereof, whether at the time of any purchase or at any subsequent time; (vi) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable sold by such Seller hereunder or the Existing Purchase Agreement; (vii) any Dispute, claim, offset or defense (other than Contractual Reductions, discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Receivable sold by such Seller (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, in each case, for which such Seller has not credited the Buyer pursuant to Section 2.03 or otherwise, except to the extent that such dispute, claim, offset or defense results solely from any action or inaction on the part of a Financing Party; (viii) any failure of such Seller to perform its obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party or to perform its obligations with respect to any Receivable; (ix) the commingling by such Seller of Collections of Receivables at any time with other funds; (x) any action or omission by such Seller reducing or impairing the rights of the Buyer in or to the Purchased Assets under this Agreement or any other instrument or document furnished pursuant hereto or with respect to any Receivable; (xi) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document to which such Seller is a party or any other instrument or document furnished pursuant hereto or thereto, or any transaction undertaken pursuant to this Agreement or the Existing Purchase Agreement or the use of proceeds from any purchase pursuant to this Agreement, or the ownership of, or other interest in, any Receivable or Related Security or Collections, in each case, with respect to any Receivables sold by such Seller; (xii) any inability to litigate any claim against any Obligor in respect of any Receivable sold by such Seller hereunder or under the Existing Purchase Agreement as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (xiii) any attempt by any Person to void any purchase of Receivables or Related Security or Collections, in each case, with respect to any Receivables sold by such Seller hereunder or under the Existing Purchase Agreement, under statutory provisions or common law or equitable action; or (xiv) any civil penalty or fine assessed by the OFAC, the United States Department of State or any other Governmental Authority administering Anti-Tax claimTerrorism Laws against, and all reasonable and documented costs and expenses (including reasonable and documented counsel fees and disbursements) incurred in connection with the defense thereof by the Buyer as a result of conduct of such Seller that violates an applicable Sanction; provided that nothing in this Section 8.02(a) shall be deemed to provide indemnity to the Buyer Indemnified Parties for credit losses due to Defaulted Receivables.

Indemnities. 19.01 The Credit Parties agreedelivery of GAS being a continuous process, jointly once the GAS passes the point of delivery, the BUYER shall be deemed to be in exclusive possession and severallycontrol of the said GAS and fully liable and responsible for its arrangements, appurtenance and properties. Accordingly the BUYER covenants and agrees to indemnifyfully protect, pay, indemnify and hold Agentthe SELLER, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, its employees, agentsagents and successors and assigns harmless against any and all claims, all liabilities, costs, expenses, damages or losses growing out of or resulting from or incidental to or in connection therewith which may be made or brought against the SELLER whether by the BUYER, its employees, agents or successors and attorneys (assigns or by third parties on account of damages or injury to property or person or loss of life or environment resulting from or arising out of the “Indemnitees”) installation, presence, maintenance or operation of the intake arrangements, appurtenances and properties of the BUYER or other relating to the possession and handling of any GAS supplied and further defend the SELLER at BUYER’s sole expense in any litigation involving the SELLER. Likewise, before the point of 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 SELLER Covenants and agrees to fully protect, indemnify and hold the BUYER, its employees, agents and successors and assigns and harmless from against any loss or damage and against all claims, demands, actions, suits, proceedings and judgments and any and all liabilities, obligationscost, lossesexpenses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses damages or losses arising out of counsel or resulting from or incidental to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel or in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in connection therewith which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, made or asserted brought against the Indemnitee as a result of such Indemnitees being a party to this Agreement or BUYER whether by the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; providedSELLER, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents or successors and controlling persons) as determined assigns or by third parties on account of damage or injury to property or a court person or loss of competent jurisdiction life resulting from or (ii) a material breach arising out of the material obligations installation, presence, maintenance or operation of such Indemnitee under the Loan Documents supply arrangements, appurtenance and properties and GAS metering station of the SELLER and the possession and handling of any GAS received and further defend the BUYER at a time when no Credit Party has breached its obligations thereunder SELLER’s sole expense in any material respect 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 (iv) any settlement of a claim by such Indemnitee without litigation involving the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimBUYER.

Indemnities. The Credit Parties agreeIn accordance with the Priority of Payments, jointly and severally, the Borrower agrees to indemnify, paydefend and save harmless each Indemnified Party, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel other than for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (such Indemnified Party or any of its commonly controlled affiliatesRelated Parties, or its or its commonly controlled affiliates’ respective officersforthwith on demand, directors, trustees, employees, agents from and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for and all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by their respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of the Borrower) arising from or incurred in connection with: (i) the characterization in any nonMonthly Report, Compliance Certificate or other statement made by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization; (ii) any representation, warranty or statement made or deemed made by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty under or in connection with this Agreement or any other Transaction Document or other document delivered by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty or to be delivered by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; or the failure of any Receivable or any Related Security with respect thereto to conform to any such Law; (iv) the failure to vest and maintain in the Collateral Agent a valid and perfected security interest in each Receivable and all Related Security and Collections with respect thereto, free and clear of any other Lien other than Permitted Liens; or the failure of the Borrower to obtain and maintain legal and equitable title to the Receivables and all Related Security and Collections transferred or purported to be transferred to the Borrower under the Purchase and Sale Agreement or the Assignment and Amendment Agreement, free and clear of any Lien other than Permitted Liens; (v) the failure to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto transferred or purported to be transferred to the Borrower by any Seller under the Purchase and Sale Agreement or by the Lux Borrower pursuant to the Assignment and Amendment Agreement or in which a security interest is granted or purported to the Collateral Agent hereunder, and the proceeds of any thereof, whether at the Closing Date, the time of any Advance or at any subsequent time; (vi) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable; (vii) any dispute, claim, offset or defense (other than Contractual Reductions and discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Receivable (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that such dispute, claim, offset or defense results solely from any action or inaction on the part of any Lender or Agent; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any failure of the Borrower or any Reyn▇▇▇▇ ▇▇▇ty to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party; (x) any action or omission by the Borrower or any Reyn▇▇▇▇ ▇▇▇ty reducing or impairing the rights of any Lender or Agent under this Agreement, any other Transaction Document to which the Borrower is a party or any other instrument or document furnished pursuant hereto or thereto; or (xi) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document to which the Borrower or any Reyn▇▇▇▇ ▇▇▇ty is a party or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the use of proceeds of Advances pursuant to this Agreement or of the proceeds of purchases pursuant to the Purchase and Sale Agreement, or the ownership of, or other interest in, any Receivable, Related Security of Collections; (xii) any attempt by any Person to void any purchase of Receivables or Related Security or Collections transferred or purported to be transferred to the Buyer under the Purchase and Sale Agreement or the Assignment and Amendment Agreement under statutory provisions or common law or equitable action; or (xiii) any civil penalty or fine assessed by the OFAC, the United States Department of State or any other Governmental Authority administering Anti-Tax claimTerrorism Laws against, and all reasonable and documented costs and expenses (including reasonable and documented counsel fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party as a result of conduct of the Borrower or any Reyn▇▇▇▇ ▇▇▇ty that violates an applicable Sanction; provided that the Borrower shall not be obligated pursuant to this Section 9.02 to indemnify, defend, or save harmless any Indemnified Party for or with respect to (i) credit losses due to Defaulted Receivables, (ii) matters covered pursuant to Section 2.08 or 2.09 hereof or (iii) any Taxes.

Indemnities. The Credit Parties agreeIn addition to any other indemnities given to the Agents by the Corporation, jointly the Corporation hereby covenants and severallyagrees to protect, to indemnify, pay, indemnify and hold Agent, harmless each of the L/C Issuer, each Lender Agents and their respective Affiliates, officers, directors, officers and employees, agentssolicitors and agents (individually, and attorneys (an "Indemnified Party" and, collectively, the “Indemnitees”) harmless "Indemnified Parties" from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslosses (except for loss of profits), claims, costs costs, damages or liabilities which they may suffer or incur caused by or arising directly or indirectly by reason of: (i) any information or statement (except any information or statement relating solely to or provided by the Agents) contained in the Preliminary Prospectus, Prospectus or any Supplementary Material being or being alleged to be a misrepresentation; (ii) the omission to state in the Preliminary Prospectus, Prospectus or any Supplementary Material a material fact required to be stated therein or necessary to make the statements therein not misleading (except the omission to state a material fact relating solely to the Agent); (iii) the Corporation not complying with any requirement of any securities legislation or regulatory requirements of any Qualifying Province in connection with the Offering or the Prospectus Qualification; (iv) any order made or any inquiry, investigation or proceeding commenced or threatened by any regulatory authority based upon an allegation that any untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Preliminary Prospectus, the Prospectus or any Supplementary Material exists (except any information or statement relating solely to or provided by the Agents) which prevents or restricts the trading in or distribution of the Special Warrants or the Subject Securities; or (v) The Corporation's failure to comply with any of its obligations hereunder. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under this paragraph unless such delay has prejudiced the defense to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defense thereof, provided, however that the defense shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and expenses participate in the defense thereof, and the fees and expense of such counsel shall be borne by the Indemnified Party, unless (including all i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel acceptable to the Corporation, acting reasonably, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) the Corporation has failed within a reasonable time after receipt of such written notice to assume the defense of such action or claim. It is understood and agreed that the Corporation shall not, in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of counsel more than one separate legal firm to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for represent the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a Indemnified Parties. Neither party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) effect any settlement of a any such action or claim by such Indemnitee or make any admission of liability without the Borrowers’ written consent (of the other party, such consent not to be unreasonably withheldwithheld or delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person. To the extent that any Indemnified Party is not a party to this Agreement the Agents shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. The Corporation hereby waives its right to recover contribution from the Agents with respect to any liability of the Corporation by reason of or arising out of any misrepresentation contained in the Preliminary Prospectus, delayed the Prospectus or conditioned)in any Supplementary Material; provided, if however, that such claim is settled with the Borrowers’ consent waiver shall not apply in respect of liability caused 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 incurred by reason of or arising out of any misrepresentation which is based upon or results from information relating solely to and provided by the Agents contained in such settlement document. The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Agents or judgment. This Section 9.1 any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall not apply with respect limit the Corporation's right or ability to Taxes other than contest the appropriate jurisdiction or forum for the determination of any Taxes that represent losses, such claims, damages, etc. arising from any non-Tax claim.

Indemnities. The Credit Parties agree, jointly 13.1 Subject to any liability of the Commercial Manager pursuant to Clause 13.2 hereto the members of the Group hereby ratify and severally, to indemnify, payconfirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold Agentthem harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsperformance of this Agreement, and attorneys (the “Indemnitees”) harmless from against and against any and in respect of all liabilities, obligations, lossesloss, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same. 13.2 The Commercial Manager shall be under no liability whatsoever to the members of counsel to such Indemnitees the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel loss of profit arising out of or in each relevant jurisdiction connection with detention of or delay to the Vessel) and any special counsel, and one counsel for the Initial Lenders (except howsoever arising in the case course of a conflictthe performance of the Management Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessel, in which case one additional counsel (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in accordance herewith always being on an individual basis in relation to each Manager) for each Lender similarly situated all incidents or series of incidents arising in respect any calendar year shall never exceed a total of 10 times the actual annual fees paid in that year. 13.3 No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 13, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder shall also be available and shall extend to protect every such conflict)employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 13 the Commercial Manager is or shall be deemed to be acting as agents or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of and all such Indemnitees being a party persons shall to this Agreement extent be or the transactions consummated pursuant be deemed to be parties to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnities. (a) The Credit Parties agreeCompany does hereby agree to indemnify and to hold harmless the Managing Member and its Affiliates and the directors, jointly and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatestrustees, officers, directors, employees, agentsmembers and owners of each of them (collectively, and attorneys (the “Indemnitees”"COMPANY INDEMNIFIED PERSONS") harmless from and against any loss, claim, cost, expense or damage suffered by the Company Indemnified Persons (excluding any liability of the Managing Member to make additional capital contributions to the Company as required under this Agreement) by reason of anything the Managing Member or its Affiliates may do or refrain from doing hereafter for and on behalf of the Company and in furtherance of its best interests to the extent within the Managing Member's authority hereunder and by reason of any amounts paid by the Managing Member or its Affiliates pursuant to any "non-recourse carve out" guaranty delivered in connection with any Facility; provided, however, that the Company shall not be required to indemnify any Company Indemnified Person to the extent any loss, expense or damage which any of them might suffer (including any such guaranty payment) results from any Company Indemnified Person's willful misconduct, gross negligence, negligence or bad faith. The Investor Member shall not be deemed to have incurred any liability with respect to the Company's indemnity obligations contained in this Section 10.8 beyond its interest in the Company. (b) The Managing Member does hereby agree to indemnify and to hold harmless the Company, the Investor Member and the shareholders, directors, officers and employees of the Investor Member and its Affiliates (collectively, "MANAGING MEMBER INDEMNIFIED PERSONS") from and against any loss, claim, cost, expense or damage suffered by the Managing Member Indemnified Persons resulting from any and all liabilitiesclaims and causes of action brought by any third party, obligationsincluding without limitation by past or present Residents or by persons employed at the Facilities, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents Facility and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax occurrence prior to the date on which such Facility became a part of the Portfolio. (c) The Managing Member represents and warrants that all certificates, licenses, permits or approvals required by any governmental authority in connection with the ownership, use, occupancy, operation, management or maintenance of the Facility were valid and in full force and effect at all times prior to and on the date on which such Facility became part of the Portfolio. The Managing Member does hereby agree to indemnify and to hold harmless the Managing Member Indemnified Persons from and against any loss, claim, cost, expense or damage suffered by the Managing Member Indemnified Persons resulting from the foregoing representation and warranty being untrue, incomplete or incorrect.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been com- menced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to extent that validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles. (b) Lessee agrees to defend, indemnify, pay and hold Agentharmless Lessor, Agent and each Lender, and the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agentsagents and affiliates of Lessor, Agent and attorneys each Lender, (collectively called the “"Indemnitees”") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs costs, expenses and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the Indemnitee as a result of such Indemnitees being a party to this Agreement other Transaction Documents or the transactions consummated pursuant contemplated hereby or thereby (including without limitation Lenders' agreement to this Agreement make the Loans to Lessor or otherwise relating to the use or intended use of the proceeds of any of the Related TransactionsLoans) (collectively called the "INDEMNIFIED LIABILITIES"); provided, provided that no Credit Party Lessee shall not have any obligation to an any Indemnitee hereunder with respect to liabilities any Indemnified Liabilities to the extent resulting such Indemnified Liabilities arise solely from (i) the gross negligence, bad faith negligence or willful misconduct of that Indemnitee (or any of 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 final judgment of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in a final non-appealable judgment the preceding sentence may be unenforceable because it is violative of any law or (iii) disputes solely among public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees at a time when no Event or any 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthem.

Indemnities. The Credit Parties agree, jointly (a) Each of the respective parties hereto (each an "Indemnifying Party") covenants and severally, agrees to indemnify, payindemnify and save the other, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesits directors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) agents harmless against and from and against any and all liabilities, obligationsclaims, demands, losses, damagescosts, penaltiesdamages and expenses to which such other, actionsor any of its directors, judgmentsofficers, suitsemployees and agents (collectively called "Indemnified Persons"), may be subject to or may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising directly or indirectly from, or in consequence of: (i) any Misrepresentation or alleged Misrepresentation contained in the portions of the Information Circular particular to the Indemnifying Party or from information supplied by such Indemnifying Party or in any other material filed in compliance or intended compliance with any applicable statute (such Information Circular and other material being herein called the "Filing Documents"); or (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any securities commission, stock exchange or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission or Misrepresentation or alleged Misrepresentation in any of the Filing Documents which prevents, restricts or adversely affects the transactions contemplated by this Agreement; provided that such indemnity shall not apply to any liabilities , claims, costs demands, losses, cost, damages and expenses which any Indemnified Person may be subject or may suffer arising out of any act or action taken or committed solely by an Indemnified Person. (including all reasonable b) If any matter or thing contemplated by section 8.9(a) shall be asserted against any Indemnified Person, such Indemnified Person will notify the appropriate Indemnifying Party as soon as possible of the nature of such claim and the Indemnifying Party shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel acceptable to the Indemnified Person and that no settlement may be made by the Indemnifying Party or by the Indemnified Person without the prior written consent of the other. If the Indemnifying Party assumes the defence of any such suit, each of the Indemnified Persons shall continue to have the right to employ their own counsel, who shall be acceptable to the Indemnifying Party in any proceeding relating to a claim contemplated by section 8.9(a), and the fees and expenses of a reasonable number of such counsel shall be recoverable by the Indemnified Persons from the Indemnifying Party to such Indemnitees (limited to one primary counsel for Agent andthe extent that the same shall be covered by the indemnity in section 8.9(a), if deemed appropriate (a) the Indemnified Persons have been advised by Agent, one such counsel in each relevant jurisdiction and any special counsel, and one counsel for that there may be legal defence available to them which are different from or additional to defences available to the Initial Lenders Indemnifying Party (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect the Indemnifying Party shall not have the right to assume the defence of such conflict)proceedings on their behalf; (b) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result Indemnifying Party shall not have undertaken the defence of such Indemnitees being a party to this Agreement proceedings and employed counsel within fifteen (15) days after notice of commencement of such proceeding; or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (ic) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations employment of such Indemnitee under counsel has been authorized by the Loan Documents at a time when no Credit Indemnifying Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled connection with the Borrowers’ 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 defense of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimproceedings.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 3 (for the purposes of this Section 3.7, the Common Holders shall also be referred to as “Holders”): 3.7.1 The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe fullest extent permitted by law, payany Holder and any underwriter for such Holder, and hold Agenteach person, if any, who controls the L/C IssuerHolder or such underwriter, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actionsliabilities, judgments, suits, claimsjoint or several, costs and expenses (including all reasonable fees and any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of counsel or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to such Indemnitees (limited state therein a material fact required to one primary counsel for Agent andbe stated therein or necessary to make the statements therein, if deemed appropriate by Agentin the light of the circumstances in which they are made, one counsel in each relevant jurisdiction and any special counselnot misleading, and one counsel the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for the Initial Lenders (except any reasonable legal or any other expenses incurred by them in the case of a conflictconnection with investigating, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind preparing to defend or nature whatsoever that may be imposed on, incurred by, defending against or asserted against the Indemnitee appearing as a result of third-party witness in connection with such Indemnitees being a party to this Agreement loss, claim, damage, liability, action or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactionsproceeding; provided, however, that no Credit Party shall have the Company will not be liable in any obligation to an Indemnitee hereunder with respect to liabilities such case to the extent resulting that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 3.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling stockholder, the underwriter or any controlling person of the selling stockholder or the underwriter, and regardless of any sale in connection with such offering by the selling stockholder. Such indemnity shall survive the transfer of securities by a selling stockholder. 3.7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling stockholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the gross negligenceCompany and (ii) any underwriter, bad faith if a copy of the Final Prospectus was not furnished to the person or willful misconduct entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of that Indemnitee (or any of its commonly controlled affiliatesdue diligence obligations; provided, further, that the indemnity agreement contained in this subsection 3.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 3.7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 3.7.1 or 3.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 3.7.1 or 3.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder except to the extent the indemnifying party is prejudiced as a result thereof. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 3.7.1 or 3.7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or its (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or its commonly controlled affiliates’ respective officersenter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 3.7.4 In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) an indemnified party, directorsexercising rights under this Agreement, trustees, employees, agents and controlling persons) as makes a claim for indemnification pursuant to Section 3.7.1 or 3.1.2 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.7 provides for indemnification in such case, or (ii) a material breach of the material obligations of such Indemnitee contribution under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court Securities Act may be required on the part 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 indemnified party in its capacity or circumstances for which indemnification is provided under this Section 3.7; then, and in fulfilling its role as Agent) or (iv) any settlement of a claim by each such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ consent or if there is a final judgment for the plaintiff in any proceeding related theretocase, the Credit Parties shall indemnify Company and such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect indemnified party will contribute to Taxes other than any Taxes that represent the aggregate losses, claims, damagesdamages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, etc. arising and the Company and other selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered and sold by such Holder pursuant to such registration statement; (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any non-Tax claimperson or entity who was not guilty of such fraudulent misrepresentation; and (C) no Holder shall be required to contribute any amount in excess of the amount such Holder would have been required to indemnify if indemnification had been applicable in accordance with its terms.

Indemnities. The Credit Parties agree, jointly and severally, (a) Westfield hereby agrees to indemnify, pay, defend and hold Agent, the L/C Issuer, each Lender protect Owner and their respective Affiliates, its officers, directors, employees, agents, directors and attorneys managers (each such person collectively called "the “Indemnitees”indemnified parties" for the purposes of this Section 34.12(a)) harmless from and against any and all liabilities, obligationsclaims, losses, causes of action, damages, penaltiescosts, actionsexpenses and liabilities (including, judgmentswithout limitation, suits, claims, costs and expenses (including all reasonable attorneys' fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate incurred in good faith and court costs) incurred by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) indemnified parties by reason of any kind claim or nature whatsoever that may be imposed on, incurred by, demand being made upon or asserted any action taken against the Indemnitee as a result indemnified parties arising directly out of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or any willful misconduct or negligent or fraudulent act by Westfield, any Affiliate of that Indemnitee (or any of its commonly controlled affiliatesWestfield, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach any lien or similar right against all or any portion of the material obligations of Land, the Center or the Project (or any supplies, materials or equipment incorporated into the Project) which may be filed in connection with the Project, provided that Owner shall have paid to Westfield the applicable progress payments (or portions thereof) to which such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment lien or (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excludingsimilar right relates. The indemnified parties shall, in any eventgood faith, claims endeavor to notify Westfield in writing as to every such claim, demand or action against any the indemnified parties within ten (10) days after they becomes aware that such Indemnitee in its capacity claim or in fulfilling its role as Agent) demand has been made or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheldaction has been taken, delayed or conditioned); provided, if however, that failure to notify Westfield does not limit Westfield's liability under this Section 34.12(a) to the extent such claim is settled failure does not adversely affect Westfield's rights with respect to such claim. (b) Owner hereby agrees to indemnify, defend and protect Westfield and each of its respective officers, directors and managers (each such person collectively called "the Borrowers’ consent or if there is a final judgment indemnified parties" for the plaintiff in any proceeding related theretopurposes of this Section 34.12(b)), and hold each of the Credit Parties shall indemnify such Indemnitee for indemnified parties harmless against all liabilitiesclaims, losses, causes of action, damages, penaltiescosts, claimsexpenses and liabilities (including, costs without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the indemnified parties by reason of any claim or demand being made upon or any action taken against the indemnified parties arising directly out of (i) any willful misconduct or negligent or fraudulent act by Owner, except to the extent a member of the Westfield Group is responsible for such settlement willful misconduct or judgmentnegligence or fraud of Owner, or (ii) any act taken or omission made by Westfield in the performance of its obligations hereunder, provided that such act or omission was not the result of the negligence or willful misconduct or fraudulent act of Westfield or its Affiliate. This The indemnified parties shall, in good faith, endeavor to notify Owner in writing as to every such claim, demand or action against the indemnified parties within ten (10) days after they become aware that such claim or demand has been made or such action has been taken, PROVIDED, HOWEVER, that a good faith failure to notify Owner does not limit Owner's liability under this Section 9.1 shall 34.12(b) to the extent such failure does not apply adversely affect Westfield's rights with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax such claim. (c) The provisions of this Section 34.12 shall survive the termination of this Agreement.

Indemnities. The Credit Parties agree, jointly and severally, Indemnitor hereby agrees to unconditionally indemnify, paydefend, and hold AgentLender harmless against any (i) loss, liability, damage, expense or claim arising from the imposition or recording of a lien, the L/C Issuerincurring of costs of required repairs, each Lender clean up or detoxification and their respective Affiliates, officers, directors, employees, agents, and attorneys (removal under any Hazardous Material Law with respect to the “Indemnitees”) harmless from and against Property or liability to any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel third party in each relevant jurisdiction and connection with any special counsel, and one counsel for the Initial Lenders (except in the case violation of a conflictHazardous Material Law; (ii) other loss, in liability, damage, expense or claim which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, by or asserted against Lender directly or indirectly resulting from the Indemnitee presence on or under, or the discharge, emission or release from the Property into or upon the land, atmosphere, or any watercourse, body of surface or subsurface water or wetland, arising from the installation, use, generation, manufacture, treatment, handling, refining, production, processing, storage, removal, clean up or disposal of any Hazardous Material (as defined below) whether or not caused by Guarantor; (iii) the breach of any representation or warranty under this Agreement; and (iv) loss of value of the Property as a result of any such Indemnitees being lien, clean up, detoxification, loss, liability, damage, expense or claim or a party to this Agreement failure or the transactions consummated pursuant to this Agreement defect in title occasioned by any Hazardous Material or Hazardous Material Law. Indemnitor shall pay when due any judgments or claims for damages, penalties or otherwise relating against Lender, and shall assume the burden and expense of defending all suits, administrative proceedings and resolutions of any description with all persons, political subdivisions or government agencies arising out of the occurrences set forth in this Agreement. In the event that such payment is not made Lender, at its sole discretion, may proceed to file suit against Indemnitor to compel such payment. In addition to any of remedy available for failure to periodically pay such amounts, such amounts shall thereafter bear interest at the Related Transactions; provided“Default Rate” as set forth in the Note. Indemnitor waives any right to require that any action be brought against Borrower or any other person or that any other remedy under the Note or Mortgage be exhausted. Lender may, that no Credit Party shall have at its option, proceed against Indemnitor in the first instance to collect monies where due or obtain performance under this Agreement, without first proceeding against Indemnitor or any obligation to an Indemnitee hereunder with respect to liabilities other person and without first resorting to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (Note and Mortgage or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee other remedy under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 Note and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimMortgage.

Indemnities. The Credit Parties agreeWhether or not the transactions ----------- contemplated hereby shall be consummated, jointly and severally, the Borrower agrees to indemnify, paypay and hold the Bank, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesshareholders, officers, directors, employeesemployees and agents of the Bank ("Indemnified Persons"), agents, and attorneys (the “Indemnitees”) harmless from and against any and ------------------- all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and costs (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by reason of such settlement or judgment. This Section 9.1 shall not apply the Borrower, with respect to Taxes other than or arising out of any Taxes proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the "Indemnified ----------- Liabilities"), provided that represent losses, claims, damages, etc. the Borrower shall have no obligation hereunder ----------- with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any non-Tax claimsuch Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any such claim or the commencement of such action, suit or proceeding, and the Borrower will assume the defense of such action, suit or proceeding, employing counsel selected by Borrower's insurance carrier, or selected by the Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment of the outstanding Revolving Note for a period of six (6) years.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, Each party shall indemnify the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated other in respect of such conflict)any death or personal injury or loss of or damage to tangible property or any losses, liabilities, costs, claims (including but not limited to professional fees) of any kind expenses and damages suffered or nature whatsoever that may be imposed on, incurred by, by the other or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement its respective employees or the transactions consummated pursuant to this Agreement authorised agents or otherwise relating to any of the Related Transactions; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities patients (“Losses”) to the extent resulting from (i) that such Losses are caused by: any Default on the gross negligencepart of the indemnifying party, bad faith its employees or willful misconduct agents or sub-contractors in connection with the performance or purported performance of that Indemnitee (the Services or any of its commonly controlled affiliates, obligations under this Agreement; or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of competent jurisdiction or (ii) a material breach any negligence of the material obligations indemnifying party, its employees or agents. In the event of any claim or demand being made or action brought to which Clause 8.1 above applies, the Party making the claim shall promptly notify the other and the other shall at its own expense conduct all negotiations for settlement of the same and any legal proceedings that may arise there from. Each Party hereby agrees to grant to the other exclusive control over any such negotiations or litigation. Each Party shall consult with and pay due regard to the interests and views of the other in the conduct of any defence to any claim or demand hereunder, but shall not be required to comply with such interests or views. Each Party, its employees and agents, shall at the request of the other afford all reasonable assistance for the purpose of contesting any such claim or demand or action and shall be repaid any reasonable expenses incurred in so doing and shall not make any admissions which may be prejudicial to the defence of such Indemnitee under claim or demand or action. For the Loan Documents at avoidance of doubt nothing in this Clause 8 shall affect any obligation or right of either Party in relation to the Clinical Negligence Scheme for Trusts (“CNST”) including but not limited to any obligation to maintain insurance through the CNST or any right to refer any claims to the CNST for handling, settlement and/or litigation. Both parties shall take out and maintain insurance (or maintain their memberships of the National Health Service Litigation Authority (“NHSLA”), Existing Liability Scheme, Liabilities to Third Parties Scheme and Property Expenses Scheme and other relevant schemes operated by the NHSLA) against claims made pursuant to Clause 8.1 with a time when no Credit Party has breached its obligations thereunder minimum limit of indemnity of £1 million per incident in any material respect as determined by a court of competent jurisdiction loss of or damage to property and £unlimited in a final non-appealable judgment respect of personal injury 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimdeath.

Indemnities. 21.1 The Credit Parties agree, jointly Issuer shall indemnify each of the Agents and severally, to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliatesits directors, officers, directors, employees, agents, employees and attorneys (the “Indemnitees”) harmless from and agents against any and all losses, liabilities, obligationscosts, losses, damages, penaltiesclaims, actions, judgmentsdemands or expenses (together, suits“Losses”) (including, claimsbut not limited to, costs all properly documented and incurred costs, legal fees, charges and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent andtogether, if deemed appropriate by Agent, one counsel “Expenses”) paid or incurred in each relevant jurisdiction and disputing or defending any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in Losses) which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind it may incur or nature whatsoever that which may be imposed on, incurred by, or asserted made against the Indemnitee it as a result of such Indemnitees being 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 its own gross negligence, wilful misconduct or fraud or that of its officers, directors or employees. 21.2 Each Agent shall severally indemnify the Issuer against all Losses, (including, 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 party 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 transactions consummated pursuant Agents. 21.4 Each Agent will only be liable to the Issuer for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (“Liabilities”) to the extent that the Agent has been grossly negligent, in wilful misconduct or fraudulent in respect of its obligations under this Agreement. For the avoidance of doubt, the failure of any Agent to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the 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 delay or failure to perform under this Agreement or otherwise relating to for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Related Transactions; providedAgents including without limitation: strikes, that 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 Credit Party longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall have 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 for any obligation to an Indemnitee hereunder with respect to liabilities to loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable and whether or not the extent resulting from (i) relevant Agent has been advised of the gross possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, bad faith breach of contract, duty or willful misconduct of that Indemnitee (otherwise. 21.7 Each Agent shall be entitled to take any action or to refuse to take any of its commonly controlled affiliatesaction which the relevant Agent regards as necessary for the relevant Agent to comply with any Applicable Law, regulation or fiscal requirement, or its the rules, operating procedures or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court market practice of competent jurisdiction any relevant stock exchange or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court of competent jurisdiction in a final non-appealable judgment other market 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimclearing system.

Indemnities. The Credit Parties agree, jointly (a) AltaRex and severally, Medical hereby covenant and agree to indemnify, pay, indemnify and hold Agent, save harmless Bancorp and the L/C Issuer, each Lender and their respective Affiliatesdirectors, officers, directorsemployees and agents of the partners of Bancorp (collectively, employees, agents, and attorneys (the “IndemniteesIndemnified Party”) harmless from and against any and all liabilities, obligationsclaims, losses, damagescosts (including without limitation legal fees and disbursements on a solicitor and his own client basis) fines, penalties, actions, judgments, suits, claims, costs damages and expenses (including all reasonable fees and expenses to which any Indemnified Party may be subject or may suffer or incur, whether under the provisions of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflictstatute or otherwise, in which case one additional counsel for each Lender similarly situated any way caused by or arising directly or indirectly by reason or in respect consequence of such conflict)(i) any incorrectness in or breach of any kind representation or nature whatsoever that may be imposed on, incurred by, warranty of AltaRex or asserted against the Indemnitee as a result of such Indemnitees being a party to Medical contained in this Agreement or the transactions consummated any other certificate or instrument executed and delivered pursuant to this Agreement or otherwise relating to any of the Related TransactionsAgreement; provided, that no Credit Party shall have any obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) any information or statement contained in the Information Circular relating to AltaRex or Medical or the business, operations, results of operations, assets, capitalization, financial condition, rights, liabilities, prospects or privileges of AltaRex or Medical and whether on a prospective or pro forma basis, containing an untrue statement of a material breach fact, or omitting to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the material obligations circumstances in which it was made or otherwise being inaccurate or containing a misrepresentation. If any matter or thing contemplated by this Section 8.6 (any such matter or thing being hereinafter referred to as a “Claim”) is asserted against the Indemnified Party, or if any potential Claim contemplated by this Section 8.6 shall come to the knowledge of the Indemnified Party, the Indemnified Party shall notify AltaRex and Medical as soon as possible of the nature of such Indemnitee Claim (provided that any failure to so notify shall not affect AltaRex’s or Medical’s liabilities under this Section 8.6 except to the Loan Documents extent that the failure materially prejudices AltaRex or Medical and AltaRex and Medical shall, subject as hereinafter provided, be entitled (but not required) at a time when no Credit Party has breached its obligations thereunder in their expense to assume the defence of any material respect as determined suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably. No admission of liability or settlement of any such Claim may be made by a court of competent jurisdiction in a final non-appealable judgment AltaRex, Medical or (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excludingthe Indemnified Party, without, in any eventeach case, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent) or (iv) any settlement the prior written consent of a claim by such Indemnitee without the Borrowers’ consent (other party, such consent not to be unreasonably withheld. In respect of any such Claim, delayed the Indemnified Party shall have the right to retain separate or conditioned)additional counsel to act on its behalf and participate in the defence thereof provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless AltaRex or Medical does not assume the defence of such suit on behalf of the Indemnified Party within 3 Business Days of AltaRex receiving notice of such Claim; providedor the named party to any such Claim (including any added third or interpleaded party) include both the Indemnified Party, if on the one hand, and AltaRex and Medical on the other hand, and the Indemnified Party shall have been advised by their counsel that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case AltaRex or Medical shall not have the right to assume the defence of such claim is settled with Claim but shall be liable to pay the Borrowers’ consent or if there is a final judgment reasonable fees and expenses of counsel for the plaintiff in any proceeding related theretoIndemnified Party). (b) Bancorp hereby covenants and agrees to indemnify AltaRex and Medical and their directors, the Credit Parties shall indemnify such Indemnitee for all liabilitiesofficers, losses, damages, penalties, claims, costs employees and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply agents with respect to Taxes (i) any incorrectness in or breach of any representation or warranty of Bancorp contained in this Agreement or any other than certificate or instrument executed and delivered pursuant to this Agreement; or (ii) any Taxes that represent lossesinformation or statement contained in the Information Circular as provided by Bancorp to AltaRex for inclusion therein, claimsrelating to Bancorp or the business, damagesoperations, etc. arising from any non-Tax claimfinancial condition, rights, liabilities, prospects or privileges of Bancorp, and the provisions of subsection 8.6(a) shall apply mutatis mutandis to such indemnity, with AltaRex and Medical and their directors, officers, employees and agents as the “Indemnified Party”.

Indemnities. The Credit Parties agree9.1 With effect from Completion and subject to the Purchaser complying with the provisions of this clause 9, jointly the Vendors, severally and severally, proportionately agree to indemnify, payindemnify the Purchaser against, and hold Agentto pay to the Purchaser an amount equal to, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, direct losses, damages, penalties, actions, judgments, suits, claims, demands, reasonably and properly incurred third party expenses and costs and expenses (excluding any recoverable VAT) that the Purchaser and/or any Purchaser Group Company may incur or suffer at any time or from time to time (including all reasonable fees payments, legal and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent andother costs and expenses, if deemed appropriate by Agent, one counsel in each relevant jurisdiction case to the extent reasonably and any special counselproperly incurred, and one counsel for payable to third parties), to the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee extent arising directly as a result of such Indemnitees being an Employee Claim (the “Indemnity Claim”). 9.2 The Purchaser shall promptly give written notice to the Vendors’ Representative containing details of: (a) anything which indicates that the Purchaser (or any member of the Purchaser’s Group) has or is reasonably likely to have an Indemnity Claim; (b) any claim, action or demand by a third party made against any member of the Purchaser’s Group which has given, or is reasonably likely to this Agreement give, rise to an Indemnity Claim (“Indemnity Defendant Claim”); or (c) any right which any member of the Purchaser’s Group has, or the transactions consummated pursuant becomes entitled to, (whether under any insurance policy or otherwise) to this Agreement or otherwise relating recover from any third party any sum in relation to any of the Related Transactions; providedfact, matter, event or circumstance that no Credit Party shall have any obligation has given, or is reasonably likely to give, rise to an Indemnitee hereunder with respect Indemnity Claim (“Indemnity Recovery Claim”). 9.3 In relation to liabilities any Indemnity Defendant Claim or Indemnity Recovery Claim (except in each case to the extent resulting from that it is in respect of Tax): (ia) the gross negligenceVendors’ Representative may, bad faith or willful misconduct by notice in writing to the Purchaser, elect to take conduct of that Indemnitee (Indemnity Defendant Claim or any Indemnity Recovery Claim, including the right, with the prior consent of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent Purchaser (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), to settle that Indemnity Defendant Claim or Indemnity Recovery Claim; (b) the Purchaser shall not and will procure that no Purchaser Group Company shall, make any admission of liability, agreement, settlement or compromise in relation to an Indemnity Defendant Claim or Indemnity Recovery Claim, without the prior written consent of the Vendors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); (c) the Purchaser shall without undue delay notify the Vendors’ Representative of any information or correspondence coming into its possession or into the possession of the Company (or its respective advisers) in respect of that Indemnity Defendant Claim or Indemnity Recovery Claim; (d) the Vendors’ Representative shall, if it elects to take conduct pursuant to clause 9.3(a), from time to time keep the Purchaser reasonably informed of the conduct of that Indemnity Defendant Claim or Indemnity Recovery Claim, including notification of the terms of any proposed resolution of the same; (e) the Purchaser shall and will procure that the relevant Purchaser Group Company shall, at Vendors’ cost, during normal business hours give, or cause to be given, to the Vendors all such assistance as the Vendors may reasonably require for the conduct of that Indemnity Defendant Claim or Indemnity Recovery Claim, including instructing, at no cost to the Purchaser or its Group, such solicitors or other professional advisers as the Vendors may nominate to act on behalf of the Purchaser and/or the Company, as the case may be (but in accordance with the sole instructions of the Vendors’ Representative); providedand (f) the Purchaser shall and will procure that the relevant Purchaser Group Company shall, at the Vendors’ cost, during normal business hours give to the Vendors (or its agents), on reasonable written notice, reasonable access to any such papers, records, personnel and premises of the Purchaser and/or the relevant Purchaser Group Company as may be reasonably requested by the Vendors’ Representative (or its agents) as being necessary to the conduct of any part of that Indemnity Defendant Claim or Indemnity Recovery Claim, provided that nothing in this clause 9.3 shall oblige the Purchaser to: (a) provide or allow access to any documents, records, correspondence, accounts or other information that are legally privileged in relation to any possible or actual Indemnity Claim; or (b) take any action which, in the reasonable opinion of the Purchaser, will have a material and demonstrable adverse impact on the legitimate business interests of any member of the Purchaser’s Group. 9.4 Failure by the Purchaser to comply with its obligations in clause 9.3 in relation to an Indemnity Claim shall not relieve Vendors from their liability in respect of such Indemnity Claim, save to the extent that the liability of the Vendors is increased as a result of such failure, and then only by the amount of such increase. 9.5 The Vendors shall not be liable for any Indemnity Claim to the extent that the matter or thing giving rise to such Indemnity Claim (including, if such claim relevant, an Indemnity Defendant Claim) is settled with specifically provided for in the Borrowers’ consent or if there is a final judgment for the plaintiff in Completion Accounts. 9.6 In respect of any proceeding related theretoIndemnity Claim, the Credit Parties Purchaser shall indemnify such Indemnitee not and shall procure that no Purchaser Group Company (including, following Completion, the Company) shall intentionally and/or deliberately take any action or deliberately fail to take any action that may reasonably give rise to an event that would cause an Indemnity Claim, including (but not limited to) notifying or informing any current or former employee of the Company and/or any Governmental Authority of the potential to threaten or commence an Employee Claim. For the avoidance of doubt, the requirement for all liabilitiesthis Agreement to be publically filed under Applicable Law shall not be deemed to be a breach of this Clause 9.6. 9.7 The Purchaser shall, and shall procure that the Purchaser's Group (including, following Completion, the Company) shall, use its reasonable endeavours to mitigate the extent of the losses, damages, penalties, claims, costs claims and expenses by reason demands it may suffer that may give rise to an Indemnity Claim provided that it shall not be required to take any action which would reasonably be considered to be materially detrimental to the commercial reputation and/or business of the Purchaser's Group. 9.8 The aggregate liability of the Vendors in respect of all Indemnity Claims shall not exceed €500,000. 9.9 The Vendors shall not be liable for an Indemnity Claim unless notification of such settlement Indemnity Claim pursuant to clause 9.2 has been deemed served on the Vendors' Representative not later than 36 months from Completion. 9.10 The liability of the Vendors in respect of an Indemnity Claim shall absolutely terminate (if that Indemnity Claim has not been previously satisfied, settled or judgment. This Section 9.1 withdrawn) if legal proceedings in respect of that Indemnity Claim have not been initiated or commenced within six months after the date such Indemnity Claim was duly notified to the Vendors’ Representative pursuant to clauses 9.2 and 9.8 above (save in respect of a claim in respect of a contingent, future or unascertainable liability, in which case such six month period shall not apply with respect commence on the date that the liability becomes an actual liability or to Taxes other than any Taxes the extent that represent losses, claims, damages, etc. arising from any non-Tax claimthe claim relates to Tax).

Indemnities. The Credit Parties agree, jointly and severally, 19.1 Each party shall indemnify the other against all liability to indemnify, pay, and hold Agent, the L/C Issuer, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for the Initial Lenders (except in the case of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee extent arising as a result of any infringement of any Intellectual Property Rights of any third party directly attached to any software or materials provided by the other party in the performance of the Services. 19.2 Subject to Clauses 19.3 and 19.4, if any IPR Claim is made against the Company, the Supplier at its own expense shall take control of and conduct any litigation in relation to such Indemnitees IPR Claim and all negotiations for settlement of the IPR Claim shall be dealt with by the Supplier. The Supplier shall be responsible for any payments in relation to the IPR Claim (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgment against the Supplier. 19.3 Subject to Clause 19.4, the Company shall only have the rights granted by Clause 19.2 if the Company gives the Supplier the earliest possible notice in writing of any such IPR Claim being made or action threatened or brought against it, and the Company shall make no admission of liability or take any other action in connection with the IPR Claim. The Company shall permit the Supplier to have the conduct of the IPR Claim pursuant to Clause 19.2 and shall (at the Supplier’s expense) give all reasonable information, co- operation and assistance to the Supplier (including without limitation lending its name to proceedings) in relation to the conduct of the IPR Claim. 19.4 The provisions of Clause 19.2 shall not apply to any infringement caused by the Supplier having followed any specification or instructions given by the Company or use of the Services for a party purpose prohibited by the Supplier, or to this Agreement any infringement which is due to the use of the Services in association or combination with any other software or product (other than any software which is supplied by the Supplier as part of the Services). 19.5 If an IPR Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Company is still able to use the Deliverables by either; a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the transactions consummated pursuant alleged infringement, provided that the terms herein shall apply mutatis mutandis to this Agreement such modified or otherwise relating to any of the Related Transactions; provided, that no Credit Party substituted services and such modified or substituted services shall have any obligation to an Indemnitee hereunder with respect to liabilities be acceptable to the extent resulting from (i) the gross negligenceCompany, bad faith or willful misconduct of that Indemnitee (or any of 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 competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent acceptance not to be unreasonably withheld; or b) procuring a licence or permission to use the Deliverables on terms which are acceptable to the Company, delayed such acceptance not to be unreasonably withheld. 19.6 Except to the extent that the Supplier should reasonably have known or conditioned)advised the Company the foregoing provisions of Clause 19Error! Reference source not found., t he Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from; a) any use by or on behalf of the Company of the combination with any item not supplied or recommended by the Supplier where such use of the Deliverables directly gives rise to the claim, demand or action; provided, or b) any modification carried out on behalf of the Company to any item supplied by the Supplier under this Agreement if such claim modification is settled with not authorised by the Borrowers’ consent Supplier in writing where such modification directly gives rise to a claim, demands or if there is a final judgment for action. 19.7 The parties acknowledge that the plaintiff indemnities provided in any proceeding related thereto, this Clause 19 are in addition to the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnities provided in Clause 33.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2: 2.7.1 The Credit Parties agree, jointly Company will indemnify and severallyhold harmless, to indemnifythe fullest extent permitted by law, payany Holder (and each of its director, partners and officers) and any underwriter for such Holder, and hold Agenteach other person, if any, who controls the L/C IssuerHolder or such underwriter, each Lender and their respective Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actionsliabilities, judgments, suits, claimsjoint or several, costs and expenses (including all reasonable fees and any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of counsel or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to such Indemnitees (limited state therein a material fact required to one primary counsel for Agent andbe stated therein or necessary to make the statements therein, if deemed appropriate by Agentin the light of the circumstances in which they are made, one counsel in each relevant jurisdiction and any special counselnot misleading, and one counsel the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for the Initial Lenders (except any reasonable legal or any other expenses incurred by them in the case of a conflictconnection with investigating, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind preparing to defend or nature whatsoever that may be imposed on, incurred by, defending against or asserted against the Indemnitee appearing as a result of third-party witness in connection with such Indemnitees being a party to this Agreement loss, claim, damage, liability, action or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactionsproceeding; provided, however, that no Credit Party shall have the Company will not be liable in any obligation to an Indemnitee hereunder with respect to liabilities such case to the extent resulting that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations or from its obligations under the underwriting agreement; provided, further, that the indemnity agreement contained in this subsection 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling shareholder, the underwriter or any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company (and each of its directors and officers), any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’ s consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but, in each case, only to the extent of such information relating to such Holder and provided in writing by such Holder, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement shall be individual and several by each Holder. The foregoing indemnity is also subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the gross negligenceCompany, bad faith (ii) any underwriter and any person, if any, controlling the Company or willful misconduct the Underwriter, if a copy of that Indemnitee the Final Prospectus was not furnished (although it was required to be furnished by applicable law or agreement) to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company or any party that controls the Company, and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its commonly controlled affiliatesdue diligence obligations or other obligations under the underwriting agreement; provided, further, that the indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action (including any governmental action) involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder, unless the failure to give such notice is materially prejudicing to an indemnifying party’s ability to defend such action. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties to be reasonably approved by the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.7.1 or its commonly controlled affiliates’ respective officers2.7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, directorsunless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, trustees, employees, agents and controlling persons) as determined who was approved by a court of competent jurisdiction or the indemnifying party (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a material breach reasonable time after the notice of the material obligations commencement of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect as determined by a court action and within 30 days after written notice of competent jurisdiction in a final non-appealable judgment the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) disputes solely among Indemnitees the indemnifying party has authorized the employment of counsel for the indemnified party at a time when no Event the expense of Default has occurred and is continuing (excluding, in the indemnifying party. No indemnifying party will consent to entry of any event, claims against any such Indemnitee in its capacity judgment or in fulfilling its role as Agent) or (iv) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 2.7.4 If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by such Indemnitee without the Borrowers’ consent (such consent not terms thereof shall be entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be unreasonably withheldexecuted in connection with such registration. In determining the amount of contribution to which the respective parties are entitled, delayed or conditioned); provided, if such claim is settled with there shall be considered the Borrowersparties’ consent or if there is a final judgment for relative knowledge and access to information concerning 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 such settlement or judgment. This Section 9.1 shall not apply matter with respect to Taxes which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other than any Taxes that represent losses, claims, damages, etcequitable considerations appropriate under the circumstances. arising In no event shall the liability of a Holder exceed the net proceeds from any non-Tax claimthe offering received by such Holder.

Indemnities. The Credit Parties agree, jointly and severally, to indemnify, pay, and hold Agent, the L/C IssuerWithout limiting any other rights that Lender may have hereunder or under applicable law, each of the Borrowers hereby agrees to indemnify Lender and their respective Affiliatesits assigns, officers, directors, employees, agents, agents and attorneys employees (the each an “IndemniteesIndemnified Party”) harmless from and against any and all liabilities, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs taxes, liabilities, costs, expenses and expenses (for all other amounts payable by any such Indemnified Party, including all reasonable attorneys’ fees and expenses disbursements (all of counsel the foregoing being collectively referred to such Indemnitees (limited to one primary counsel for Agent and, if deemed appropriate as “Indemnified Amounts”) awarded against or incurred by Agent, one counsel in each relevant jurisdiction and any special counsel, and one counsel for of the Initial Lenders (except in the case Indemnified Parties arising out of a conflict, in which case one additional counsel for each Lender similarly situated in respect of such conflict)) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or any other Transaction Document, any Loan made hereunder, including the transactions consummated use of any proceeds of any Loan, or any interest of Lender in, or the exercise or nonexercise of any rights with respect to, any of the Collateral; excluding, however, in all of the foregoing instances the Excluded Amounts. Without limiting the generality of the foregoing indemnification, each Borrower shall indemnify Lender for Indemnified Amounts (including losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to any Borrower), but excluding the Excluded Amounts, to the extent arising out of or resulting from: (a) any written representation or warranty made by or on behalf of that Borrower (or any officers of any such Borrower), but not by any other Company Party, under or in connection with this Agreement, any other Transaction Document or any other written information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (b) the failure by that Borrower, but not by any other Company Party, to comply with any applicable law, rule or regulation with respect to any Lease or other Collateral, or the nonconformity of any Lease or other Collateral with any such applicable law, rule or regulation, or any failure of the applicable Borrower to keep or perform any of its obligations, express or implied, with respect to any Lease in such Borrower’s Lease Pool; (c) any failure of that Borrower, but not of any other Company Party, to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or otherwise relating any other Transaction Document; (d) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with any goods, merchandise, insurance or services that are the subject of any Lease in that Borrower’s Lease Pool; (e) with respect to such Borrower’s Lease Pool, any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or failure to appropriate and budget by the Obligor) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or Lease not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or merchandise or service related to such Receivable or the furnishing or failure to furnish such goods or merchandise or services; (f) the commingling of Collections by a Company Party at any time with other funds; (g) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Loan, the Lien of Lender on any of the Related Transactions; providedCollateral or any other investigation, that no Credit litigation or proceeding relating to such Borrower in which any Indemnified Party shall have becomes involved as a result of any obligation to an Indemnitee hereunder of the transactions contemplated hereby; (h) any Event of Default described in Section 9.1(d) with respect to liabilities to the extent resulting from such Borrower or FSS, including any adversary proceeding or contested matter arising in any such Insolvency Proceeding, whether or not any Indemnified Person is a party thereto; (i) any failure of the gross negligenceapplicable Borrower to acquire and maintain legal and equitable title to, bad faith and ownership of, or willful misconduct a perfected, first priority security interest in any Related Equipment, free and clear of that Indemnitee any Adverse Claim (except as created pursuant to any Transaction Document and any Permitted Lien) or any of its commonly controlled affiliates, attempt by any Person to void such security interest under statutory provisions or its common law or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents equitable action; and controlling personsany Indemnified Amounts under this clause (i) as determined by a court of competent jurisdiction or (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents at a time when no Credit Party has breached its obligations thereunder in any material respect 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 (iv) any settlement of a claim by such Indemnitee without the Borrowers’ consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, if such claim is settled with the Borrowers’ 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 such settlement or judgment. This Section 9.1 shall not apply with respect to Taxes any item of Related Equipment shall be determined if, as a consequence of the foregoing, Lender (or the Subservicer on Lender’s behalf) is prevented or is or would be delayed for a period of six months or longer from exercising remedies available to a secured creditor with respect to such Related Equipment; (j) any failure to vest and maintain vested in Lender, a perfected, first priority Lien on the Leases (including the Collections thereon) in that Borrower’s Lease Pool free and clear of any Adverse Claim (except as created by the Transaction Documents); (k) the failure of any Obligor under a Lease in that Borrower’s Lease Pool to obtain and maintain property and liability insurance with respect to the Related Equipment under such Obligor’s Lease; (l) any attempt by any Person to void the Lien of Lender on any of the Collateral or void any payment made by or on account of the applicable Borrower with respect to any indebtedness arising under any of the Transaction Documents under statutory provisions or common law or equitable action; and (m) with respect to a Lease in that Borrower’s Lease Pool, the existence of any Permitted Lien on the Related Equipment of the type described in clause (c) of the definition of Permitted Liens; and (n) any notice or instruction given by or to the Designated Representative on behalf of such Borrower. Lender or other than Indemnified Party shall provide prompt written notice to the Designated Representative of any Taxes that represent lossesevent or circumstance giving rise to an Indemnified Amount, claims, damages, etc. arising from but any non-Tax claimdelay or failure to do so shall not limit any Borrower’s obligations under this Section 10.1.