Common use of Indemnity Clause in Contracts

Indemnity. Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby The Redeveloper indemnifies and agrees to indemnify Buyerprotect, Buyerdefend and hold harmless the Authority and the Authority’s designeecommissioners, Buyer’s Affiliates and each of its officers, directors, employees employees, agents, affiliates, successors and agents (“Indemnified Parties”) assigns, from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, actionscharges, administrative and judicial proceedings and orders, judgments, suitscauses of action, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to remedial action requirements and/or enforcement actions of any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time kind (including, without limitation, such time as this Agreement shall no longer be in effect attorney’s fees and the Transactions shall have been repaid in fullcourt or similar costs) be imposed on directly or asserted against any Indemnified Party in any way whatsoever indirectly arising out of or attributable to in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under whole or in connection with part: (a) the material inaccuracy of any representation or the material breach of any representation, covenant or warranty of the foregoing; providedRedeveloper contained in this Contract; (b) the Redeveloper’s acquisition, that Seller shall not be liable for losses resulting from ownership or use of the Property and the Project Improvements, unless caused by the gross negligence or willful misconduct of Buyer the Authority; (c) the failure on the part of the Redeveloper to perform, observe and/or comply with any covenant, obligation or duty to be performed, observed and/or complied with by the Redeveloper pursuant to the terms of this Contract or any other Indemnified Party. Without limiting Transaction Document; (d) any condition of, on or in the generality Property or the Project Improvements or any part thereof caused by any act or omission of the foregoingRedeveloper or the Redeveloper’s agents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to contractors, subcontractors, servants, employees, members, officers, directors, licensees or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer invitees or any other Indemnified Party. In person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law; (e) the performance or non-performance of any suitTransaction Document, proceeding contract, agreement, obligation or action brought undertaking entered into by Buyer the Redeveloper (whether as the agent of the Authority or otherwise) in connection with all or any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever part of the account debtor Project; and/or (f) any act or obligor thereunderomission of the Redeveloper or any of the Redeveloper’s agents, arising out of a breach by Seller of any obligation thereunder contractors, subcontractors, servants, employees, members, officers, directors, licensees or arising out of invitees or any other agreement, indebtedness person or liability at any time owing to entity for whose acts or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to omissions the Purchased Assets (including, without limitation, those incurred Redeveloper is otherwise responsible pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsApplicable Law.

Indemnity. Seller In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and each of its hold harmless Lender, and the officers, directors, employees employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnified PartiesIndemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, taxes claims, costs, expenses, and disbursements of any kind or nature whatsoever (including stampincluding, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable out-of-pocket fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewithAgreement, other than income, withholding including any matter relating to or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of the filing or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Seller no Borrower shall not be liable for losses resulting with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Buyer any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any other Indemnified Party. Without limiting Indemnitee pursuant to this Section 8.2, such Borrower shall make the generality maximum contribution to the payment and satisfaction of each of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out Liabilities that is permissible under applicable law. The obligations of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrowers under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase by Seller of any or all payment in full of the Purchased AssetsObligations.

Indemnity. Seller (a) The Optionee shall and does hereby agrees indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionor or its employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of: (i) the conduct of activities in, on or under the Property; (ii) the environmental protection, clean-up, remediation, and reclamation of the Property including, but not limited to, the obligations and liabilities arising out of or related to: 1. the disturbance or contamination of land, water (above or below surface) or the environment by exploration, mining, processing or waste disposal activities; 2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities; 3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and 4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith. (b) Each party hereto shall indemnify Buyerand save harmless the other, Buyer’s designee, Buyer’s Affiliates and each of as well as its officers, directorsdirectors and shareholders, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, fees, fines, penalties, actionsinterests, judgmentsdeficiencies, suitscosts and expenses, taxes of any nature or kind whatsoever (including stampcollectively, excisethe “Claims”), sales arising by virtue or other taxes that may be payable in respect of any breach of covenant contained herein or determined failure to be payable comply with respect to any of the Purchased Assetsprovision herein, Purchased Items or Collateral any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any of the transactions contemplated by this Agreement matter set out herein, and the documents delivered in connection herewithany and all actions, other than incomesuits, withholding or other taxes imposed upon Buyer)proceedings, feesdemands, claims, costs, legal and other expenses related or incidental thereto. (including attorneys’ fees and disbursementsc) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or Notwithstanding any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination provision of this Agreement and any termination of this Agreement, the repurchase indemnities provided herein shall remain in full force and effect until all possible liabilities of the persons indemnified thereby are extinguished by Seller the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person. (d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in whole or all in part, shall operate as a waiver of the Purchased Assetsany other condition herein.

Indemnity. Seller hereby agrees to (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Buyerand hold harmless each of Agent, Buyer’s designeeLenders and their respective Affiliates, Buyer’s Affiliates and each of its such Person's respective officers, directors, employees employees, attorneys, agents and agents representatives (“each, an "Indemnified Parties”) Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, judgments, suits, taxes liabilities and expenses (including stampreasonable attorneys' fees and disbursements and other costs of investigation or defense, excise, sales or other taxes including those incurred upon any appeal) that may be payable instituted or determined asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to be payable act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with respect disputes between or among any parties to any of the Purchased AssetsLoan Documents (collectively, Purchased Items "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or Collateral expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in connection with part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder other Loan Document or any action taken occurs as a result of acceleration, by operation of law or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ feesotherwise), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.;

Indemnity. Seller hereby agrees to Tenant shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Landlord from and against any and all liabilitiesclaims arising from Tenant's (or Tenant's agents', obligationsservants', lossesemployees' or contractors') use or occupancy of the Premises, damagesor from the conduct of Tenant's business or from any activity, penaltieswork or things done, actionspermitted or suffered by Tenant (or Tenant's agent, judgmentsservants, suitsemployees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, taxes or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (including stampupon notice from Landlord) shall defend the same at Tenant's expense, exciseby counsel satisfactory to Landlord. For valuable, sales sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other taxes that may be payable entity, including reasonable legal fees and expenses, alleging or determined to be payable with respect to any of the Purchased Assets, Purchased Items resulting from or Collateral arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding any Environmental Law or other taxes imposed upon Buyer)statute, feesordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time penalties assessed as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out a result of any violation activity or alleged violation operation on the Premises during the term of any environmental law, rule this Lease. Tenant's obligations or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights liabilities under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Paragraph shall survive the term(s) of this Lease, termination of this Agreement and the repurchase by Seller Lease or termination of any or all Tenant's occupancy of the Purchased AssetsReal Property.

Indemnity. Seller hereby Each of the Borrowers further agrees to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and hold harmless the Global Administrative Agent, the Arrangers, each and all of the Lenders, and each of its their respective Affiliates, and each of such Person’s respective officers, directors, employees employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawof: (i) this Agreement, rule or regulation the other Loan Documents, or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant thereto, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever making of the account debtor or obligor thereunderLoans hereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor the management of such account debtor Loans or obligor the use or its successors from Seller. Seller also agrees intended use of the proceeds of the Loans; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable the environment, natural resources or public health or welfare, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to Article 25 and Article 3 (includingviolation of any Environmental Law arising from or in connection with the past, without limitationpresent or future operations of the Companies, all Pretheir Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective Property of the Companies or their Subsidiaries, the presence of asbestos-Purchase Legal Expenses, even if containing materials at any respective Property of the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement Companies or their Subsidiaries or the preservation Release or threatened Release of Buyerany contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, no Borrower shall have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent caused solely by or resulting solely from the bad faith, willful misconduct or gross negligence of such Indemnitee or such Indemnitee’s rights material breach of its obligations under this Agreement, any Transaction Documents or Transaction contemplated herebyin each case as determined by the final non-appealable judgment of a court of competent jurisdiction. If the undertaking to indemnify, including without limitation pay and hold harmless set forth in the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder preceding sentence may be unenforceable because it is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller violative of any law or public policy, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all of Indemnified Matters incurred by the Purchased AssetsIndemnitees.

Indemnity. Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates i. All TRUSTEES and each the AUDITORS shall be indemnified out of its officers, directors, employees and agents (“Indemnified Parties”) from and the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or otherwise, in which relief is granted to any such person/s by the Court ii. Every TRUSTEE, every servant, agent and employee of the ASSOCIATION, and the AUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all liabilitiescosts, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses and expenses (including stamptraveling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, exciseor any act or deed done, sales by such person or other taxes that may be payable or determined to be payable with respect to persons in the discharge of any of his/their respective duties, including in the Purchased Assetscase of a TRUSTEE, Purchased Items his duties as CHAIRMAN or Collateral VICE-CHAIRMAN. Without prejudice to the generality of the above, the ASSOCIATION shall specifically indemnify every such person against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him jointly or severally in connection with the discharge of his duties provided that any of the transactions contemplated by this Agreement and the documents delivered such act, deed or letter has been done or written in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller good faith. iii. A TRUSTEE shall not be liable for losses resulting from the gross negligence acts, receipts, neglects or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality defaults of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to AUDITORS or arising out of any violation of the other TRUSTEES, whether in their capacities as TRUSTEE or alleged violation as CHAIRMAN or VICE-CHAIRMAN, or for any loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of title to any property acquired by the TRUSTEES for or on behalf of the ASSOCIATION, or for the insufficiency of any environmental lawsecurity in or upon which any of the monies of the ASSOCIATION shall be invested, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason arising from the insolvency or delictual act of any defenseperson with whom any monies, set-offsecurities or effects shall be deposited, counterclaimor for any loss or damage occasioned by any error of judgment or oversight on his part, recoupment or reduction for any other loss, damage or liability whatsoever misfortune whatever which shall happen in the execution of any of the account debtor or obligor thereunder, arising out duties of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to his office/s or in favor relation thereto, unless the same shall happen through lack of such account debtor bona fides or obligor breach of duty or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation breach of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetstrust.

Indemnity. Seller hereby agrees to indemnify BuyerBorrower shall indemnify, Buyer’s designee, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Lender in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithinvestigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than income, withholding or other taxes imposed upon Buyer), fees, breakage costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party Lender in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of (i) any violation breach by Borrower or alleged violation Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Agreement or the other Loan Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Leasehold Pledgor, or contained in any documentation approved by Borrower or Leasehold Pledgor, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any environmental lawGross Revenue (including, rule subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or regulation Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any consumer credit lawspart thereof, including without limitation ERISAor any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of Buyer Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay 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 Lender; provided, further, that Borrower shall not have any other obligation to Lender hereunder for an Indemnified Party. In any suitLiability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, proceeding or action brought (b) the Indemnified Liability is caused by Buyer in connection with any Purchased Asset for any sum owing thereunderthe Securitization Vehicle failing to have, or to enforce any provisions of any Purchased Assetmaintain its, Seller will saveREMIC or Grantor Trust status, indemnify as applicable, and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by c) the reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of for such failure is other than a breach by Seller Borrower or Leasehold Pledgor of its Obligations under, or any obligation thereunder material misrepresentation by Borrower or arising out of any other agreementLeasehold Pledgor contained in, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement this Agreement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsother Loan Documents.

Indemnity. Seller hereby agrees a) In any threatened, pending or completed action, suit, or proceeding to indemnify Buyerwhich Collateral Subadvisor, Buyer’s designeeits shareholders, Buyer’s Affiliates and each of its officers, directors, employees and agents or associated persons (collectively, “Indemnified Partiesits affiliates”) from was or is a party or is threatened to be made a party by reason of the fact that Collateral Subadvisor is or was an investment adviser of the Fund or otherwise, the Fund and Manager, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Collateral Subadvisor and its affiliates against any and all liabilitiesloss, obligationsliability, lossesdamage, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costscost, expenses (including attorneys’ fees and disbursements) accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or its affiliates in connection with any action, suit or proceeding if Collateral Subadvisor acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the foregoing; providedFund, and provided that Seller shall its conduct does not be liable for losses resulting from the constitute willful misfeasance, bad faith or gross negligence or willful misconduct reckless disregard of Buyer its obligations and duties under this Agreement. The termination of any action, suit or any other Indemnified Party. Without limiting proceeding by judgment, order or settlement shall not, of itself, create a presumption that Collateral Subadvisor acted in good faith and in a manner which it reasonably believed to be in or not opposed to the generality best interests of the foregoingFund. b) Expenses incurred in defending a threatened or pending civil, Seller administrative or criminal action, suit or proceeding against Collateral Subadvisor or its affiliates may, in the sole discretion of Manager, be paid by the Fund and/or Manager in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund and/or Manager, as applicable, in the event indemnification is not permitted under this Section 12. c) Collateral Subadvisor agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawindemnify, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify defend and hold Buyer harmless from the Fund, Manager and Manager’s members, officers, directors, employees or associated persons (collectively, “its affiliates”) against all expense any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), loss judgments and amounts paid in settlement actually and reasonably incurred by it or damage suffered its affiliates by reason of any defenseact or omission of Collateral Subadvisor relating to the Fund (including costs and expenses of investigating and defending any claims, set-offdemand or suit and attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, counterclaimbad faith or gross negligence on the part of Collateral Subadvisor in the performance of its duties under this Agreement, recoupment or reduction by reason of its reckless disregard of its obligations and duties under this Agreement. d) Any indemnification under subsections (a) or liability whatsoever (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification is proper in the circumstances because the party claiming indemnification (the “Indemnitee”) has met the applicable standard of conduct set forth in subsection (a) or (c), as the case may be. To the extent that the Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (c) above, or in defense of any claim, issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the Indemnitee or its affiliates against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred by it or its affiliates in connection therewith. e) In the event that any claim, dispute or litigation arises between Collateral Subadvisor and any party other than the Fund or Manager, which claim, dispute or litigation is unrelated to the Fund’s business, and if the Fund or Manager are made a party to such claim, dispute or litigation by such other party, Collateral Subadvisor shall defend any actions brought in connection therewith on behalf of the account debtor Fund and/or Manager each of whom agree to cooperate in such defense and Collateral Subadvisor shall indemnify and hold harmless the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or obligor thereunderlitigation arises between the Fund and/or Manager and any party other than Collateral Subadvisor which claim, arising out dispute or litigation is unrelated to Collateral Subadvisor’s duties under this Agreement, and if Collateral Subadvisor is made a party to such claim, dispute or litigation by such other party, the Fund and/or Manager, jointly and severally, shall defend any actions brought in connection therewith on behalf of a breach by Seller Collateral Subadvisor or its principals, each of whom agree to cooperate in such defense and the Fund and/or Manager, jointly and severally, shall indemnify and hold harmless Collateral Subadvisor and its affiliates from and with respect to any obligation thereunder or arising out of amounts awarded to such other party. Notwithstanding any other agreementprovision of this subsection (e), indebtedness if, in any claim as to which indemnity is or liability at may be available, any time owing to indemnified party reasonably determines that its interests are or may be, in whole or in favor part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such account debtor claim and shall be indemnified by the indemnifying party for any legal or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket any other expenses reasonably incurred in connection with Buyer’s due diligence reviews investigating or defending such claim. f) None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the Purchased Assets Indemnitee without the prior consent of the Indemnitor; provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay such amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any loss, liability, damage, cost or expenses (includingincluding reasonable attorneys’ and accountants’ fees) incurred by the Indemnitee in connection with such settlement to the extent such loss, without limitationliability, those incurred pursuant damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or resulted from a material violation of this Agreement by the Indemnitor or violation of the standard of conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to Article 25 offer to settle any matters, and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) Indemnitor successfully negotiates a settlement and tenders payment therefor to the enforcement Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the preservation Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements Indemnitor to the Indemnitee shall be the amount of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 said proposed settlement. g) The foregoing provisions for indemnification shall survive the termination of this Agreement. h) Collateral Subadvisor acknowledges as to it that the indemnities provided in this Agreement by Manager and the repurchase by Seller Fund to Collateral Subadvisor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or all based upon Collateral Subadvisor’s misrepresentations, omissions or breach of the Purchased Assetsany warranty in this Agreement.

Indemnity. Seller hereby agrees To the fullest extent permitted by law, Vessel Owner shall indemnify, defend (with counsel satisfactory to indemnify BuyerCity) and hold harmless City, Buyer’s designeeits City Council, Buyer’s Affiliates boards and each of its commissions, officers, directorsagents, volunteers, and employees and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time claims (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on claims for bodily injury, death or asserted against any Indemnified Party in any way whatsoever arising out damage to property), demands, obligations, damages, actions, causes of or in connection withaction, or relating tosuits, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedlosses, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoingjudgments, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out administrative orders of any violation or alleged violation of any environmental lawnature, rule or regulation or any consumer credit lawsfines, including without limitation ERISApenalties, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedliabilities, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney’s fees, disbursements and court costs) of every kind and nature (individually, a Claim; collectively, “Claims”), which may arise from or in any manner relate (directly or indirectly) to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and (including the repurchase negligent and/or willful acts, errors and/or omissions of Vessel Owner, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or indirectly by Seller any of them or for whose acts they may be liable or any or all of them) and the Purchased Assetsfollowing: (i) Vessel Owner’s use, occupancy or possession of the Slip and Marina facilities, (ii) the entry by Vessel Owner, or any of its invitees on the Marina property, and (iii) Vessel Owner’s breach or failure to comply with any provision of this Agreement or the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any active or passive negligence or strict liability of obligations under this paragraph are joint and several with any person or entity owing any duty to indemnify, defend and hold harmless the Indemnified Parties, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Vessel Owner.

Indemnity. Seller hereby Borrower agrees to, and agrees to indemnify Buyercause the Loan Parties to, Buyer’s designeeindemnify, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless the Lender from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actionsexpenditures, judgmentslosses or charges, suitsincluding, taxes but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (including stampor any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, exciseor with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, sales resulting from or arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other taxes that may be payable waste disposal site, (b) the presence of any Hazardous Substance or determined a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to be payable promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition of the Purchased AssetsImprovements or the ownership, Purchased Items use, operation, sale, transfer or Collateral or in connection conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of the transactions contemplated or failure to perform any covenant made by Borrower in this Agreement and the documents delivered in connection herewith, other than income, withholding Agreement. Such costs or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) liabilities incurred by the Lender or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (includingother Person described in this Section 9.3 shall be deemed to include, without limitation, such time as this Agreement shall no longer be in effect and any sums which the Transactions shall have been repaid in full) be imposed on Lender deems necessary or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted desirable to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees expend to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or protect its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLiens.

Indemnity. Seller hereby agrees (a) Except with respect to indemnify Buyerthird party claims the subject of this Section, Buyer’s designeeneither Party shall be liable to the other in contract, Buyer’s tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other or its Affiliates of a direct nature where the same is a loss of turnover, profits, business or goodwill; or an indirect or consequential or punitive nature, including any indirect or consequential economic loss or other indirect or consequential loss of turnover, profits, loss of enterprise value, business or goodwill or otherwise. (b) AMT shall indemnify, defend and each of its officershold ST. JUDE, the American Lebanese Syrian Associated Charities, Inc. (ALSAC; a non-profit, 501(c)(3) corporation which supports ST. JUDE), their present and former trustees, directors, governors, officers, agents, faculty, employees and agents students (“Indemnified Partiesthe Indemnitees”) from and harmless as against any and all liabilitiesclaims, obligations, lossesdemands, damages, penaltiesjudgments, actionsfees (including reasonable attorneys fees), expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought by a third party as a consequence of the use of clinical data provided by ST. JUDE, the practice of the Patent Rights or the sale of Licensed Products by AMT or Sublicensees, whether or not ST. JUDE, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not ST. JUDE is alleged to be negligent or otherwise responsible for any injuries to persons or property. Such indemnity shall not extend to any claims, demands, damages, judgments, suits, taxes fees (including stampreasonable attorneys fees), exciseexpenses, sales or other taxes costs to the extent that may be payable or the same are determined to be payable with respect to any the result of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer ST. JUDE, the American Lebanese Syrian Associated Charities, Inc., their present and former trustees, directors, governors, officers, agents, faculty, employees or any other Indemnified Party. Without limiting the generality students Practice of the foregoingPatent Rights or sale of Licensed Products by an Affiliate of AMT or an agent or a Sublicensee or a third party on behalf of or for the account of AMT or by a third party who purchases Licensed Product(s) from AMT, Seller agrees shall be considered AMT’s practice of said Patent Rights for purposes of this Section. The obligation of AMT to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will savedefend, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising as set out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section shall survive the termination of this Agreement Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement. (c) In the repurchase event that it is ultimately determined that AMT is not obligated to indemnify, defend and hold harmless the Indemnitees as against any claims, demands, damages, judgments, fees (including reasonable attorneys fees), expenses, or other costs, the Indemnitees shall reimburse AMT for any and all costs and expenses (including lawyers’ fees) incurred by Seller of any or all of AMT in its defense with respect to the Purchased AssetsIndemnitees.

Indemnity. Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates 15.3.1 All TRUSTEES and each the AUDITORS shall be indemnified out of its officers, directors, employees and agents (“Indemnified Parties”) from and the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or otherwise, in which relief is granted to any such person/s by the Court 15.3.2 Every TRUSTEE, every servant, agent and employee of the ASSOCIATION, and the AUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all liabilitiescosts, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses and expenses (including stamptraveling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, exciseor any act or deed done, sales by such person or other taxes that may be payable or determined to be payable with respect to persons in the discharge of any of his/their respective duties, including in the Purchased Assetscase of a TRUSTEE, Purchased Items his duties as CHAIRMAN or Collateral VICE- CHAIRMAN. Without prejudice to the generality of the above, the ASSOCIATION shall specifically indemnify every such person against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him jointly or severally in connection with the discharge of his duties provided that any of the transactions contemplated by this Agreement and the documents delivered such act, deed or letter has been done or written in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller good faith. 15.3.3 A TRUSTEE shall not be liable for losses resulting from the gross negligence acts, receipts, neglects or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality defaults of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to AUDITORS or arising out of any violation of the other TRUSTEES, whether in their capacities as TRUSTEE or alleged violation as CHAIRMAN or VICE-CHAIRMAN, or for any loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of title to any property acquired by the TRUSTEES for or on behalf of the ASSOCIATION, or for the insufficiency of any environmental lawsecurity in or upon which any of the monies of the ASSOCIATION shall be invested, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason arising from the insolvency or delictual act of any defenseperson with whom any monies, set-offsecurities or effects shall be deposited, counterclaimor for any loss or damage occasioned by any error of judgment or oversight on his part, recoupment or reduction for any other loss, damage or liability whatsoever misfortune whatever which shall happen in the execution of any of the account debtor or obligor thereunder, arising out duties of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to his office/s or in favor relation thereto, unless the same shall happen through lack of such account debtor bona fides or obligor breach of duty or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation breach of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetstrust.

Indemnity. Seller In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to indemnify Buyerdefend, Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Agents and Lenders, and the officers, directors, employees trustees, partners, employees, agents, attorneys and agents affiliates of any of Agents and Lenders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time 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 this Agreement shall no longer be in effect a party or a potential party thereto), whether direct, indirect or consequential and the Transactions shall have been repaid in full) 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 on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, this Agreement or any Transactions the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or any action taken the use or omitted to be taken by any Indemnified Party under or in connection with intended use of the proceeds of any of the foregoingLoans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided, provided that Seller Company shall not be liable for losses resulting have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of Buyer that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees The Borrowers agree, jointly and severally, to defend, protect, indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Lender and each and all of its officers, directors, employees employees, attorneys, affiliates, and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, such time as this Agreement the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall no longer be in effect and the Transactions shall have been repaid in full) designated by a party thereto, or otherwise), which may be imposed on on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation this Agreement or alleged violation of any environmental lawthe other Financing Agreements, rule or regulation or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever management of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets Loan (including, without limitation, those any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan hereunder; provided, that the Borrowers shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred pursuant by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be paid to Article 25 the Indemnified Parties on demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrowers, be added to the Liabilities, and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if be secured by the underlying prospective Transaction for which they were incurred does not take place for any reason) Collateral and the enforcement or the preservation Real Property. The provisions of Buyer’s rights under and undertakings and indemnifications set out in this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall indemnify, Buyerhold harmless, and, at Landlord’s designeeoption (with such attorneys as Landlord may approve in advance and in writing), Buyerdefend Landlord and Landlord’s Affiliates and each of its officers, directors, employees shareholders, partners, members, managers, employees, contractors, property managers, agents and agents (“Indemnified Parties”) mortgagees and other lien holders, from and against any and all liabilities“Losses” (hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, obligationsordinances, lossesstatutes, regulations or other laws referred to in this Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any of Tenant’s Parties; or (c) any Hazardous Use by Tenant or any Tenant Parties on, about or from the Leased Premises of any Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, actionsfines, judgmentsliabilities, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any losses of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement every kind and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature (including, without limitation, such time as this Agreement shall no longer be property damage, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in effect the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party costs of cleanup, remediation, removal and restoration, that are in any way whatsoever arising out of or in connection with, or relating to, this Agreement or related to any Transactions hereunder or any action taken or omitted to be taken matter covered by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforegoing indemnity.

Indemnity. Seller Each Borrower hereby agrees to jointly and severally indemnify BuyerAgent, Buyer’s designee, Buyer’s Affiliates each Arranger and each Lender (and each of its officerstheir Affiliates) and hold Agent, directors, employees each Arranger and agents each Lender (“Indemnified Parties”and each of their Affiliates) harmless from and against any and all liabilitiesliability, obligationsloss, lossesdamage, damagessuit, penalties, actions, judgments, suits, taxes action or proceeding suffered or incurred by any such Person (including stampreasonable documented attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, exciseperform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, sales the other Loan Documents or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated hereby or thereby, except those determined by this Agreement and the documents delivered a court of competent jurisdiction in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all a final nonappealable judgment to have arisen out of the foregoingbad faith, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of, or breach of Buyer the terms of this Agreement or any other Indemnified PartyLoan Document by, Agent, either Arranger or such Lender. In addition, each Borrower shall defend Agent, each Arranger and each Lender (and each of their Affiliates) against and hold it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, Seller agrees to each Borrower shall indemnify and hold Buyer harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to any loss, damage, cost, expense or liability directly or indirectly arising out of any violation or alleged violation under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any environmental lawpollutants, rule or regulation flammables, explosives, petroleum (including crude oil) or any consumer credit lawsfraction thereof, including radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation ERISAlimitation, any substances defined as or included in the Truth definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in Lending Act and/or a final nonappealable judgment to have arisen out of the Real Estate Settlement Procedures Act; providedbad faith, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Agent, either Arranger or such Lender. Notwithstanding any other Indemnified Party. In any suit, proceeding or action brought by Buyer contrary provision in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 each Borrower under this Section 12.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to The Grantee must indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of keep the Trust and its officers, directorsagents, employees and agents officers indemnified against: (“Indemnified Parties”a) from and against any and all liabilities, obligationscosts, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes damages and expenses relating to the Project that may be payable incurred by the Trust or determined to be payable with respect to any of the Purchased Assetsits agents, Purchased Items employees or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time officers (including, without limitation, such time liability or damages arising from environmental damage) as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on a consequence of any negligent or asserted against any Indemnified Party in any way whatsoever arising out of wrongful act or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any omission of the foregoing; providedGrantee or of any agent, that Seller shall not be liable for losses resulting from the gross negligence employee, contractor, associate or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality officer of the foregoingGrantee; and (b) unless otherwise agreed in writing between the parties, Seller agrees to hold Buyer harmless from all liabilities, costs, damages and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, expenses that may be incurred by the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor Trust or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets agents, employees or officers (including, without limitation, those incurred pursuant liability or damages arising from environmental damage) as a consequence of any commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; (c) without limitation to Article 25 paragraphs (a) and Article 3 (including, without limitationb), all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonlegal costs (on a solicitor/solicitor basis) and other costs incurred in defending any action or claim relating to the enforcement Project brought against the Trust or the preservation of Buyer’s rights under this Agreementits agents, any Transaction Documents employees or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is officers as a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller consequence of any act or all omission, or alleged negligent or wrongful act or omission of the Purchased AssetsGrantee or of any agent, employee, contractor, associate or officer of the Grantee. (d) The Grantee’s liability under the indemnity in this clause 14 will be reduced proportionately to the extent that any act or omission (whether negligent or not) of the Trust or it’s agents, employees, contractors, and associates or officers (not being the Grantee) contributed to the relevant liability, cost, damage or loss.

Indemnity. Seller Whether or not the transactions contemplated hereby shall be consummated, each Company agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and hold harmless the Agent and each Lender and any subsequent holder of its any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employees and agents of the Agent, each Lender and such holders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampthe fees and disbursements of counsel for such Indemnitee) in connection with any investigative, exciseadministrative or judicial proceeding, sales whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, and the expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other taxes that than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, which may be payable imposed on, incurred by or determined asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to be payable the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or , accident or event caused by any act or omission of such Company or any of its Subsidiaries, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Notes, the Letters of Credit and the Lender Interest, except that such Company shall have no obligation hereunder to an Indemnitee with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses liability resulting from the gross negligence or willful wilful misconduct of Buyer such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any other Indemnified Partyof them. Without limiting the generality of any provision of this Section, to the foregoingfullest extent permitted by law, Seller agrees to hold Buyer harmless from and indemnify Buyer against each Company hereby waives all Indemnified Amounts rights for contribution or any other rights of recovery with respect to all Purchased Assets liabilities, losses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or arising out of otherwise against any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsIndemnitee.

Indemnity. Seller A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby agrees shall be consummated, the Credit Parties agree to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and hold harmless each of the Lead Arrangers and Agents and each of its Lender, and the respective partners, officers, directors, employees employees, agents, attorneys, and agents affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Credit Parties shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, taxes claims (including stampenvironmental claims), excisecosts, sales expenses and disbursements of any kind or other taxes that may be payable or determined to be payable with respect to any nature whatsoever (including the reasonable and documented fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of the transactions contemplated investigative, administrative or judicial proceeding commenced or threatened by any Credit Party or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and Environmental Laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Credit Extensions hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including the enforcement of the Guaranty)). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they violate any law or public policy, the Credit Parties 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 Indemnitees or any of them. C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or relating in any way related to, this Agreement or any Transactions hereunder other Loan Document, or any action taken agreement or omitted instrument contemplated hereby or thereby or referred to be taken by herein or therein, the transactions contemplated hereby or thereby, any Indemnified Party under Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer such claim or any other Indemnified Party. Without limiting the generality of the foregoingsuch damages, Seller agrees whether or not accrued and whether or not known or suspected to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth exist in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsfavor.

Indemnity. Seller hereby agrees The Borrowers further agree to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and hold harmless the Administrative Agent, each Arranger and each and all of the Lenders and each of its their respective Affiliates, and each of such Administrative Agent’s, Arranger’s, Lender’s, or Affiliate’s respective officers, directors, employees trustees, investment advisors, employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article V) (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not any of the foregoing; providedsuch Indemnitees shall be designated a party thereto), that Seller shall not be liable for losses resulting from the gross negligence imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation of: (i) this Agreement or any consumer credit lawsof the other Loan Documents, including without limitation ERISAor any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the Truth in Lending Act and/or management of such Loans or Letters of Credit, the Real Estate Settlement Procedures Act; provideduse or intended use of the proceeds of the Loans or Letters of Credit hereunder, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor other transactions contemplated by the Loan Documents; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or obligor thereunderwanton injury, arising out of a breach by Seller of any obligation thereunder damage or arising out of any other agreementthreat to the environment, indebtedness natural resources or liability at any time owing to public health or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable welfare, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to Article 25 and Article 3 (includingviolation of any Environmental, without limitationHealth or Safety Requirements of Law arising from or in connection with the past, all Prepresent or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-Purchase Legal Expenses, even if containing materials at any respective property of the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement Company or its Subsidiaries or the preservation of Buyer’s rights under this Agreement, any Transaction Documents Release or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, no Borrower shall have any obligation to an Indemnitee hereunder with respect to Indemnified Matters caused solely by or resulting solely from the willful misconduct or Gross Negligence of such Indemnitee with respect to the Loan Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the applicable Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all of Indemnified Matters incurred by the Purchased AssetsIndemnitees.

Indemnity. Seller Borrower hereby agrees to indemnify Buyerindemnify, Buyer’s designeedefend and hold harmless Lender and its successors and assigns and the respective agents, Buyer’s Affiliates and each of its affiliates, officers, directors, directors and employees of Lender and agents (“Indemnified Parties”) its successors and assigns from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesdemands, actions, judgments, suits, taxes causes of action and liabilities whatsoever (including stampreasonable attorneys’ fees and expenses and costs and expenses reasonably incurred in investigating, excisepreparing or defending against any litigation or claim, sales action, suit, proceeding or other taxes that may be payable demand of any kind or determined character) arising out of or resulting from: (a) the Loan Documents (including the enforcement thereof), except to be payable with respect to the extent such claims, losses and liabilities are proximately caused by Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of the Purchased Assetsany Applicable Environmental Law, Purchased Items (c) any act, omission, event or Collateral circumstance resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Oil and Gas Properties, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence of occurrence, and (d) any and all claims or proceedings (whether brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through any of the transactions contemplated Oil and Gas Properties (whether or not the release of such materials was caused by this Agreement Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the documents delivered in connection herewithalleged liability is attributable to the handling, other than incomestorage, withholding generation, transportation, removal or other taxes imposed upon Buyerdisposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all for which Lender may have liability due to the making of the foregoingLoan, collectively “Indemnified Amounts”the granting of the Security Documents, the exercise of Lender’s rights under the Loan Documents or Otherwise. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER, AND BORROWER AGREES, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) that may at any time WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (including, without limitationAND/OR ANY OTHER) INDEMNIFIED PARTY. However, such time as this Agreement indemnities shall no longer be in effect and not apply to any particular indemnified party (but shall apply to the Transactions shall have been repaid in fullother indemnified parties) be imposed on to the extent the subject of the indemnification is caused by or asserted against any Indemnified Party in any way whatsoever arising arises out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence negligence, bad faith or willful misconduct of Buyer such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or any upon the release, foreclosure or other Indemnified Party. Without limiting the generality termination of the foregoingSecurity Documents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawbut will survive the Maturity Date, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever foreclosure of the account debtor Security Documents or obligor thereunderconveyances in lieu of foreclosure, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or repayment of the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement Loan and the repurchase by Seller of any or all discharge and release of the Purchased AssetsSecurity Documents and the other documents evidencing and/or securing the Loan.

Indemnity. Seller Each Grantor hereby agrees agrees, jointly with the other Grantors and severally, to indemnify Buyerthe Notes Collateral Agent and the Secured Parties, Buyer’s designeeand their respective successors, Buyer’s Affiliates assigns, agents and each of its officersemployees (each, directorsand “Indemnitee”), employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement suits and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees the reasonable and disbursementsdocumented fees, charges and disbursements of any counsel for any Indemnitee) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time kind and nature (including, without limitation, such time as this Agreement shall no longer be in effect and all expenses of litigation or preparation therefor whether or not the Transactions shall have been repaid in fullNotes Collateral Agent or any Secured Party is a party thereto) be imposed on on, incurred by or asserted against any Indemnified Party the Notes Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way whatsoever relating to or arising out of or in connection withthis Security Agreement, or relating tothe manufacture, this Agreement purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Notes Collateral Agent or the Secured Parties or any Transactions hereunder Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any action taken Indemnitee, be available to the extent that such losses, claims, damages, liabilities or omitted related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting have resulted from the gross negligence or willful misconduct of Buyer or any other Indemnified Partysuch Indemnitee. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts This Section 8.16 shall not apply with respect to all Purchased Assets relating to Taxes other than any Taxes that represent losses or damages arising out of from any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of hold harmless the Company and its respective officers, directors, managing and non-managing members, employees and agents and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Indemnified PartiesIndemnitee”) ), from and against any and all liabilitieslosses, obligationsclaims, lossesdemands, damages, penalties, actions, judgments, suits, taxes liabilities and expenses (including stampcosts and including, excisebut not limited to, sales any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other taxes that may be payable or determined to be payable with respect document furnished by the Subscriber to any of the Purchased Assets, Purchased Items or Collateral or Indemnitees in connection with any of the transactions contemplated this Offering) incurred by this Agreement and the documents delivered each such person and/or entity in connection herewithwith defending or investigating any such claims or liabilities, other than income, withholding whether or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party not resulting in any way whatsoever arising liability to such person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, demands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by the Subscriber and contained in connection withthis Agreement, or relating to(b) arise out of or are based upon any breach by Subscriber of any representation, this Agreement warranty, or any Transactions hereunder or any action taken or omitted to be taken agreement made by any Indemnified Party under Subscriber contained herein or in connection with any the Investor Questionnaire, or (c) arise out of the foregoing; providedsale/transfer of Units, that Seller shall not be liable for losses resulting from of the gross negligence or willful misconduct of Buyer Securities Act, or any other Indemnified Party. Without limiting the generality of the foregoingapplicable state, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderfederal, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforeign securities law.

Indemnity. Seller hereby agrees to indemnify BuyerBorrower shall indemnify, Buyer’s designee, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Lender in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithinvestigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than income, withholding or other taxes imposed upon Buyer), fees, breakage costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party Lender in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of (i) any violation breach by Borrower or alleged violation Operating Lessee of its Obligations under, or any material misrepresentation by Borrower or Operating Lessee contained in, this Agreement or the other Loan Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Operating Lessee, or contained in any documentation approved by Borrower or Operating Lessee, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of any environmental lawMortgage, rule or regulation any Individual Property or any consumer credit lawsinterest therein, including without limitation ERISAor receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of Buyer Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay 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 Lender; provided, further, that Borrower shall not have any other obligation to Lender hereunder for an Indemnified Party. In any suitLiability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, proceeding or action brought (b) the Indemnified Liability is caused by Buyer in connection with any Purchased Asset for any sum owing thereunderthe Securitization Vehicle failing to have, or to enforce any provisions of any Purchased Assetmaintain its, Seller will saveREMIC or Grantor Trust status, indemnify as applicable, and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by c) the reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of for such failure is other than a breach by Seller Borrower or Operating Lessee of its Obligations under, or any obligation thereunder material misrepresentation by Borrower or arising out of any other agreementOperating Lessee contained in, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement this Agreement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsother Loan Documents.

Indemnity. Seller hereby agrees to indemnify Buyer(a) Indirect Parent, Buyer’s designeeSecond Intermediary Parent, Buyer’s Affiliates First Intermediary Parent and each of its officersParent shall indemnify, directorsdefend and hold harmless, employees and agents (“Indemnified Parties”) the Purchaser from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all liabilitiesTaxes whensoever arising with respect to or relating to the Company that are attributable to any taxable period ending on or prior to the Closing Date and, obligationsin the case of a taxable period that includes, lossesbut does not end on the Closing Date, damagesthe portion of such taxable period that ends on the Closing Date, penalties(ii) any and all Taxes of Parent, actionsIndirect Parent or any subsidiaries or Affiliates thereof other than the Company, judgmentswhensoever arising, suitsregardless of the period to which such Taxes relate, taxes imposed on the Company arising out of Treasury Regulation (including stampS) 1.1502-6 or any comparable provision of foreign, excisestate, sales local or other taxes that may subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and all Taxes arising out of or constituting a breach of any representation, warranty, or covenant of the Parent, Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be payable or determined referred to be payable herein as "Parent's Taxes"). Parent's Taxes shall include, with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes relating to the Company attributable to the portion of the Purchased AssetsStraddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, Purchased Items the portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or Collateral gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereby, and which are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Parent and its affiliates from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes with respect to the Company, that are attributable to any taxable period commencing after the Closing Date and, in the case of a Straddle Period, the portion of such taxable period that begins on the day after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") and (ii) any losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent attributable to a breach of any representation, warranty or covenant of Purchaser or Merger Sub contained in this Article VIII. (c) If Purchaser or any Affiliate files any Return which includes payment of Parent's Taxes, Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall reimburse Purchaser for such Parent's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. If Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent files any Return which includes payments of Purchaser's Taxes, Purchaser shall reimburse Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent, as relevant, for such Purchaser's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall timely provide to Purchaser all information and documents within the possession of Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent (or their auditors, advisors or Affiliates) and signatures and consents necessary for Purchaser to properly prepare and file the Returns described in the second preceding sentence or in connection with the determination of any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement Tax liability or any Transactions hereunder audit, examination or any action taken proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or omitted the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to be taken by any Indemnified Party under prepare and file the Returns described in the second preceding sentence or in connection with the determination of any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees (at their own expense) party to hold Buyer harmless from obtain other information or documents necessary or appropriate to prepare and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to file Returns or arising out of any violation elections or alleged violation of any environmental law, rule necessary or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer appropriate in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions the determination of any Purchased AssetTax liability or any audit, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss examination or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsproceeding.

Indemnity. Seller hereby agrees to indemnify Buyera. Buyer shall, at Buyer’s designeesole cost and expense defend, Buyer’s Affiliates indemnify and each of hold Seller and its parent, subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Seller Indemnified Parties”) harmless from and against any all third party claims, demands, suits, actions, proceedings and litigation, all liabilitiesdirect losses, costs, damages, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement expenses and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costsincluding without limitation, expenses (including reasonable attorneys’ fees and disbursements) or disbursements expenses (all of the foregoing, collectively “Indemnified AmountsLosses”) that may at any time (including), without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on suffered or asserted against any incurred by a Seller Indemnified Party in any way whatsoever arising out of or in connection withwith Buyer’s use or any of its licensees’ use of the Marks pursuant to this Agreement and the subject matter hereof, or including without limitation, those relating to, this Agreement : (i) the offer or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any sale of the foregoingProducts using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, fraud, unfair trade practices and/or anti-competitive practices, in relation to the operation of the Retail Station Business; (iv) the violation by Buyer or its licensees of any applicable law, regulation or industry standard; and/or (v) the alleged or actual violation of third party rights regarding the realization and/or the release of any advertising using the Marks during the Term; provided, however, in no event shall the foregoing indemnity extend to any Losses to the extent that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising they arise out of any violation or alleged violation a breach of any environmental lawSeller’s express covenants, rule or regulation or any consumer credit lawsrepresentations and warranties hereunder (collectively, including without limitation ERISA“Seller’s Actions”). b. Seller shall, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedat Seller’s sole cost and expense, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will savedefend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Parties”) harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, Losses arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any Losses to the extent caused by Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement negligence or the preservation of by Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination breach of this Agreement and the repurchase by Seller or violation of any or all of the Purchased Assetslaw.

Indemnity. Seller hereby Borrower agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the L/C Issuer and each of its officers, directors, employees correspondents and agents (“Indemnified Parties”) hold them harmless from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, taxes (including stampcosts, excise, sales expenses and reasonable out-of-pocket expenses whatsoever which they may incur or other taxes that may be payable or determined to be payable with respect to any suffer by reason of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement execution and the documents delivered in connection herewith, other than income, withholding delivery or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out assignment of or in connection with, payment or relating to, this Agreement or presentation under any Transactions hereunder Letter of Credit or any action taken or omitted to be taken with respect to any Letter of Credit, except only if and to the extent that any such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses or disbursements shall be caused by the willful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction or such correspondent in making payment against any Indemnified Party draft presented under any Letter of Credit which does not comply with the term thereof, or in connection failing to make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in making such payment, the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and believed to be genuine by it in accordance with the terms of such Letter of Credit as to any and all matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of Credit and on the foregoing; provided, that Seller shall amount of any sight draft presented pursuant to any Letter of Credit whether or not be liable for losses resulting from the gross negligence or willful misconduct of Buyer any statement or any other Indemnified Party. Without limiting the generality document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawreimbursement, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer indemnification or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ feesamount under this Section 2.4(g), loss upon request by the L/C Issuer or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability such correspondent at any time owing to time, Borrower shall reimburse the L/C Issuer or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer correspondent for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees charges and disbursements of its outside legal counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the repurchase by Seller of any or all event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a consequence of the Purchased Assetswillful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction.

Indemnity. Seller hereby (a) Hertz agrees to indemnify Buyerindemnify, Buyer’s designeehold harmless, Buyer’s Affiliates and each of defend the QI, its respective agents, officers, directors, employees employees, members and agents affiliates (each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or costs and expenses suffered in connection with any of claims or actions to the transactions contemplated by extent directly related to the QI’s involvement under this Agreement and the documents delivered in connection herewithas a “Qualified Intermediary”, other than income, withholding or other taxes imposed upon Buyerpursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), feesunless such losses, costsliabilities, costs or expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful misconduct of Buyer a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any other Indemnified Party. Without limiting and all claims arising from or in connection with the generality presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the foregoingprovisions of applicable federal, Seller agrees to hold Buyer harmless state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any violation or alleged violation property, including the rental and use of any environmental law, rule or regulation or equipment used in connection therewith; and including the cost of any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or professionals and persons performing any other Indemnified Party. In any suit, proceeding or action brought by Buyer services in connection with any Purchased Asset for any sum owing thereunderenvironmental clean-up, or to enforce any provisions of any Purchased Assetin each case, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant extent related to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of BuyerQI’s rights involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any Transaction Documents settlements approved by the QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have the right to control the defense of such third party claims or Transaction contemplated hereby, including without limitation actions. The QI Indemnitee agrees to consult and cooperate to the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase extent reasonably deemed necessary by Seller of any or all of the Purchased AssetsHertz in such defense.

Indemnity. Seller hereby agrees to 13.1. Licensor shall indemnify Buyerand hold harmless Licensee and its affiliates, Buyer’s designee, Buyer’s Affiliates and each of its officerspermitted assignees, directors, employees officers, agents and agents (“Indemnified Parties”) employees, from and against any and all liabilitiesliability, obligationsclaims, losses, damages, penalties, actions, judgmentscauses of action, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement damages and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including reasonable attorneys’ ' fees and disbursementsexpenses in actions involving third parties or between the parties hereto) ("Claims") which Licensee is or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withbecomes liable for, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered may incur solely by reason of any defenseits use within the Territory, set-off, counterclaim, recoupment or reduction or liability whatsoever of in strict accordance with the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as terms and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination conditions of this Agreement and the repurchase Design Agreement, of the Trademark or the designs furnished to Licensee by Seller Licensor or the Design Partnership, to the extent that any such Claims arise through infringement of another's design patent, trademark, copyright or other proprietary rights; provided, however, that Licensee gives Licensor prompt notice of, and full cooperation in the defense against, all such Claims. If any action or proceeding shall be brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and Licensor shall assume and direct the defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel in such action or proceeding. 13.2. To the extent not inconsistent with paragraph 13.1 hereof, Licensee shall indemnify and save and hold Licensor, the Design Partnership, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, individually, and their assignees, directors, officers, agents and employees, harmless from and against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or between the parties hereto), which they, or any of them, are or become liable for, or may incur, or be compelled to pay by reason of any acts, whether of omission or all commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including Licensee's use of Licensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and Licensee shall assume and direct the Purchased Assetsdefense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or proceeding.

Indemnity. Seller hereby Lessor agrees to indemnify Buyerand save harmless Lessee and its parents, Buyer’s designeesubsidiaries, Buyer’s Affiliates and each of its officersaffiliates, directors, employees officers, employees, agents, servants, attorneys and agents (“Indemnified Parties”) representatives from and against any and all liabilitiesclaims, obligations, lossescauses of action, damages, penalties, actionsfines, judgments, suitspenalties, taxes costs (including stampenvironmental clean-up costs and response costs), exciseliabilities, sales expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the Term: (a) as a result of any violation by Lessor of any applicable federal, state or local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Hazardous Materials ("Environmental Laws") relating to the Premises; or (b) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other taxes that may be payable similar conditions which occurred or determined first arose prior to be payable with respect to commencement of the Term and during the period of Lessor's ownership of the Premises; or (c) as a result of any violation of the accessibility or path of travel requirements imposed by ADA; or (d) as a result of any of Lessor's representations and warranties being untrue. These indemnities shall survive the Purchased Assetsexpiration, Purchased Items cancellation or Collateral or in connection with any termination of the transactions contemplated by this Agreement Lease. Lessee agrees to indemnify and the documents delivered in connection herewithsave harmless Lessor and its stockholders, other than incomeaffiliates, withholding or other taxes imposed upon Buyerdirectors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), fees, costsliabilities, expenses or losses (including without limitation, reasonable attorneys’ ' fees and disbursementsexpenses of litigation) arising during or disbursements after the Term: (all a) as a result of Lessee's use and occupancy of the foregoingPremises, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time any violation by Lessee of any Environmental Laws relating to the Premises; or (b) as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any a result of the foregoing; providedpresence, that Seller shall not be liable for losses resulting from disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality commencement of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified PartyTerm. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease.

Indemnity. Seller hereby The Company agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Agent and each of its the Banks and their respective directors, officers, directors, employees and agents (“Indemnified Parties”each such person being called an "Indemnitee") from against, and against to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damagesclaims, penaltiesdamages and liabilities of any party other than the Company and related expenses, actionsincluding reasonable counsel fees and expenses incurred by or asserted against any Indemnitee arising out of, judgmentsin any way connected with, suitsor as a result of (i) the execution or delivery of this Agreement or any Note or any agreement or instrument contemplated hereby or thereby, taxes the performance by the parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, (including stampii) the use of the proceeds of the Loans or (iii) any claim, exciselitigation, sales investigation, or other taxes that may be payable or determined to be payable with respect proceeding relating to any of the Purchased Assetsforegoing, Purchased Items whether or Collateral not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or in connection with litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the transactions contemplated Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by this Agreement a court of competent jurisdiction by final and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall nonappealable judgment to have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful wilful misconduct of Buyer or any other Indemnified PartyIndemnitee. Without limiting the generality The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever expiration of the account debtor or obligor thereunder, arising out term of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction the consummation of the transactions contemplated hereby, including without limitation the fees and disbursements repayment of its counsel. Seller hereby acknowledges that any of the obligation Loans, the reduction or cancellation of Seller hereunder is a recourse obligation the Commitment, the invalidity or unenforceability of Seller. This Article 24 shall survive the termination any term or provision of this Agreement and the repurchase or any Note, or any investigation made by Seller of any or all on behalf of the Purchased AssetsBanks. All amounts due under this Section 11.11 shall be payable in immediately available funds upon written demand therefor.

Indemnity. Seller hereby agrees Effective as of the Borrowing Date of the First Loan, in addition to indemnify Buyerthe payment of expenses pursuant to Section 24, Buyer’s designeethe Borrower shall defend, Buyer’s Affiliates indemnify, pay and each of hold harmless, the Lender and its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, directorsemployees, employees counsel, accountants, investors, financial advisors, agents, consultants and agents other advisors (each, an “Indemnified PartiesIndemnitee”) ), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actionsclaims, judgmentscosts, suits, taxes expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of the transactions contemplated investigative, administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses (including attorneys’ fees and disbursements) state or disbursements (all of the foregoingforeign laws, collectively “Indemnified Amounts”) statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of this Secured Note or in connection withthe transactions contemplated hereby (including the Lender’s agreement to make a loan or the use or intended use of the proceeds thereof, or relating toany enforcement of this Secured Note), this Agreement or IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that the Borrower shall have no obligation to any Transactions Indemnitee hereunder or any action taken or omitted with respect to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting foregoing to the extent arising from the gross negligence or willful misconduct of Buyer or that Indemnitee as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding any other Indemnified Party. Without limiting contrary provision in this Secured Note, the generality obligation of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts Borrower with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISAeach indemnity given by them in this Secured Note shall survive the Maturity Date, the Truth payment in Lending Act and/or full of the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderObligations, or conversion to enforce any provisions of any Purchased AssetCommon Stock, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsSecured Note.

Indemnity. Seller hereby (i) The Mortgagor agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and hold harmless the Mortgagee and each of its the other Secured Parties and the officers, directors, employees employees, agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the foregoingIndenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that Seller the Mortgagor shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Buyer that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Mortgagor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby (a) Hertz agrees to indemnify Buyerindemnify, Buyer’s designeehold harmless, Buyer’s Affiliates and each of defend the QI, its respective agents, officers, directors, employees employees, members and agents affiliates (each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or costs and expenses suffered in connection with any of claims or actions to the transactions contemplated by extent directly related to the QI’s involvement under this Agreement and the documents delivered in connection herewithas a “Qualified Intermediary”, other than income, withholding or other taxes imposed upon Buyerpursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), feesunless such losses, costsliabilities, costs or expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful misconduct of Buyer a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any other Indemnified Party. Without limiting and all claims arising from or in connection with the generality presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the foregoingprovisions of applicable federal, Seller agrees to hold Buyer harmless state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any violation or alleged violation property, including the rental and use of any environmental law, rule or regulation or equipment used in connection therewith; and including the cost of any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or professionals and persons performing any other Indemnified Party. In any suit, proceeding or action brought by Buyer services in connection with any Purchased Asset for any sum owing thereunderenvironmental clean-up, or to enforce any provisions of any Purchased Assetin each case, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant extent related to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of BuyerQI’s rights involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any Transaction Documents settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the right to control the defense of such third party claims or Transaction contemplated hereby, including without limitation actions. The QI Indemnitee agrees to consult and cooperate to the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase extent reasonably deemed necessary by Seller of any or all of the Purchased AssetsHertz in such defense.

Indemnity. Seller (a) The Corporation (the “Indemnitor”) hereby agrees to indemnify Buyerand hold the Agent, Buyer’s designeeand its subsidiaries or affiliates, Buyer’s Affiliates and each of its their directors, officers, directors, employees and agents (hereinafter referred to as the “Indemnified PartiesPersonnel”) harmless from and against any and all liabilitiesexpenses, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerloss of profits), fees, costsclaims, expenses actions (including attorneys’ shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and disbursements) or disbursements (all expenses of the foregoingtheir counsel, collectively “Indemnified Amounts”) that may at be incurred in advising with respect to and/or defending any time (includingactual or threatened claims, without limitationactions, such time as this Agreement shall no longer be in effect and suits, investigations or proceedings to which the Transactions shall have been repaid in full) be imposed on Agent and/or its Personnel may become subject or asserted against any Indemnified Party otherwise involved in any way whatsoever arising capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or in connection withare based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any of such actions, suits, investigations, proceedings or claims that may be made against the foregoing; Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that Seller this indemnity shall not be liable for losses resulting from apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence negligence, wilful misconduct or willful misconduct of Buyer or any other Indemnified Partyfraud referred to in (i). Without limiting the generality of the foregoing, Seller agrees this indemnity shall apply to all reasonable expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent. (b) If for any reason (other than the occurrence of any of the events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation the Agent or any consumer credit lawsPersonnel harmless as a result of such expense, including without limitation ERISAloss, claim, damage or liability, then the Truth Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in Lending Act such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence Agent by any governmental commission or willful misconduct of Buyer regulatory authority or any stock exchange or other Indemnified Party. In entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any suit, proceeding or action brought by Buyer Personnel of the Agent shall be required to testify in connection with any Purchased Asset for any sum owing thereundertherewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of the performance of professional services rendered to the Indemnitor by the Agent or any defensePersonnel, set-offthen the Agent and such Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, counterclaim, recoupment or reduction or liability whatsoever of and the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor reasonable fees and expenses of such account debtor or obligor or its successors from Seller. Seller also agrees counsel as well as the reasonable costs (including an amount to reimburse Buyer as and when billed the Agent for time spent by Buyer for all Buyerthe Agent’s reasonable costs Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection with Buyertherewith shall be paid by the Indemnitor as they occur. (d) Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the Agent’s due diligence reviews with Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Purchased Assets Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall, on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (includingbut not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without limitationthe prior written consent of the Agent and/or any Personnel, those incurred pursuant to Article 25 as applicable, and Article 3 (includingnone of the Agent and/or any Personnel, without limitationas applicable, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place shall be liable for any reasonsettlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) The indemnity and contribution obligations of the enforcement or Indemnitor shall be in addition to any liability which the preservation Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of Buyer’s rights under this Agreementthe Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any Transaction Documents or Transaction contemplated hereby, including without limitation of the fees and disbursements Personnel of its counselthe Agent. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to indemnify BuyerCompany shall indemnify, Buyer’s designeedefend and hold harmless University and its trustees, Buyer’s Affiliates and each of its officers, directorsfaculty, employees students, employees, and agents and their respective successors, heirs and assigns (“Indemnified Parties”the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and hold harmless [***] and its trustees, officers, employees, and agents, and their respective successors, heirs and assigns (the "[***] Indemnitees"), from and against any and all liabilitiesclaims, obligationsliability, lossescost, damagesexpense, penaltiesdamage deficiency, actionsloss, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time obligation (including, without limitation, such time as this Agreement shall no longer be in effect reasonable attorney's fees and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever costs), based upon, arising out of or in connection withof, or otherwise relating to, this Agreement or to any Transactions hereunder or any action actions taken or omitted to be taken by any Indemnified Party under or omissions made in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Partypursuant to this License Agreement. Without limiting the generality of the foregoing, Seller agrees The [***] Indemnitees agree to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts provide Company with respect to all Purchased Assets relating to or arising out prompt written notice of any violation claim, suit action, demand or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction judgment for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights indemnification is sought under this Agreement, . Company agrees that any Transaction Documents or Transaction contemplated hereby, including without limitation Sublicensee shall agree to provide [***] with the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase same indemnity provided by Seller of any or all of the Purchased AssetsCompany herein.

Indemnity. Seller In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and each of its officershold harmless the Agent-Related Persons, directors, employees and agents the Lender-Related Persons (collectively the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, taxes claims, costs, expenses, and disbursements of any kind or nature whatsoever (including stampincluding, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewithAgreement, other than income, withholding including any matter relating to or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of the filing or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer any such Indemnitee or any other Indemnified Party. Without limiting the generality a material breach by such Indemnitee of the foregoingexpress provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, Seller agrees judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to hold Buyer harmless from be indemnified pursuant to this Section 8.2, Borrower, will resist and indemnify Buyer against all Indemnified Amounts with respect defend such action, suit, or proceeding or cause the same to all Purchased Assets relating be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or arising out intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any violation such action, writ, or alleged violation proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any environmental lawlaw or public policy, rule or regulation or any consumer credit laws, including without limitation ERISA, Borrower shall make the Truth in Lending Act and/or maximum contribution to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct payment and satisfaction of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever each of the account debtor or obligor thereunder, arising out Indemnified Liabilities that is permissible under applicable law. The obligations of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrower under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase by Seller discharge of any or all of the Purchased AssetsBorrower’s other obligations hereunder.

Indemnity. Seller In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to indemnify Buyerdefend, Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Agents and Lenders, and the officers, directors, employees trustees, partners, employees, agents, attorneys and agents affiliates of any of Agents and Lenders (“Indemnified Parties”collectively called the "INDEMNITEES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time 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 this Agreement shall no longer be in effect a party or a potential party thereto), whether direct, indirect or consequential and the Transactions shall have been repaid in full) 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 on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, this Agreement or any Transactions the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or any action taken the use or omitted to be taken by any Indemnified Party under or in connection with intended use of the proceeds of any of the foregoingLoans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "INDEMNIFIED LIABILITIES"); provided, provided that Seller Company shall not be liable for losses resulting have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of Buyer that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and the Bank against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, taxes costs (including stampfunding costs), exciseexpenses, sales charges, proceedings and all other liabilities whatsoever including legal costs (on a full indemnity basis) (other than those arising out of gross negligence or fraud of the Bank)which the Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any Loan granted to the Borrower or any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and against all the consequences of breach of any of the term, conditions, statements, undertaking, representations, guaranties etc. of the Loan Documents as also of any of its representations or warranties not being found to be true, any breach of trust or other taxes that fiduciary obligation binding on the Borrower; (ii) in relation to any litigation from the Borrower or any third party/Person in relation to the Loan; (iii) any draft, cheque, promissory note, bill of exchange and other order for payment is or may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, each claim and liability arising or incurred by reason of the Bank's endorsement on such time as this Agreement shall no longer be in effect item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with respect to or resulting from delay or omissions to pay any such stamp, registration and the Transactions shall have been repaid in full) be imposed on similar taxes or asserted against any Indemnified Party in any way whatsoever charges (other than those arising out of gross negligence, wilful misconduct or in connection withfraud of the Bank). Such stamp, registration and similar taxes or relating to, this Agreement charges (if not paid or any Transactions hereunder or any action taken or omitted reimbursed by the Borrower) shall be deemed to be taken by any Indemnified Party under or the amounts due under/in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect relation to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLoan.

Indemnity. Seller The Tenant hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates indemnifies and each of saves harmless the Landlord and its officers, directors, employees successors and agents (“Indemnified Parties”) assigns from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without restriction, all legal and other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind whatsoever including, without limitation: (a) the costs of defending, such counter-claiming or claiming over against third parties in respect of any action or matter including legal fees, costs and disbursements on a solicitor and his own client basis and at all court levels; (b) any cost, liability or damage arising out of a settlement of any action entered into by the Landlord with or without the consent of the Tenant; and (c) the costs of repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at any time as this Agreement shall no longer or from time to time may be in effect and the Transactions shall have been repaid in full) be imposed on paid, incurred or asserted against any Indemnified Party in any way the Landlord, whatsoever arising from or out of, directly or indirectly, the Tenant’s use or occupancy of the Lands or occasioned wholly or in connection withpart by any act or omission of the Tenant, its agents, contractors, employees, sub-Tenant, licensees, concessionaires or relating to, this Agreement or any Transactions hereunder or any action taken or omitted anyone permitted by the Tenant to be taken by any Indemnified Party under in or in connection with any of on the foregoing; provided, that Seller shall not be liable for losses resulting from Lands and the gross negligence or willful misconduct of Buyer or any other Indemnified PartyLands. Without limiting the generality of the foregoingforgoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller this indemnity shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability include those aforementioned costs which at any time owing or from time to time may be paid, incurred or in favor asserted against the Landlord as a direct or indirect result of such account debtor the presence on or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (includingunder, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation escape seepage, leakage, spillage, discharged, emission or release, of Buyer’s rights under this Agreementany Hazardous Substances, from the Lands either onto any Transaction Documents lands, (including the Lands), into the atmosphere or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Sellerinto any water. This Article 24 indemnification shall survive the expiration of the Term of the Lease and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease for whatever cause.

Indemnity. Seller hereby In addition to, but without duplication of, the payment of expenses pursuant to Section 8.1 hereof, ▇▇▇▇▇▇▇▇ agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and hold harmless Agent and each Lender, and any holder of its any interest in this Agreement, and the officers, directors, employees employees, and agents of Agent, each Lender and such holders (collectively the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”) from and against any and all actual liabilities, obligations, losseslosses (other than lost profits), damages, penalties, actions, causes of action, judgments, suits, taxes (including stampclaims, excisecosts, sales expenses, and disbursements of any kind or other taxes nature whatsoever, that may be payable imposed on, incurred by, or determined asserted against such Indemnitee, in any manner relating to be payable with respect to or arising out of this Agreement or any other Loan Document, the use or intended use of the Purchased Assets, Purchased Items proceeds of the Loans or Collateral or in connection with any the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewithAgreement, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets matter relating to or arising out of any violation the filing or alleged violation recordation of any environmental law, rule of the Loan Documents which filing or regulation recordation is done based upon information supplied by Borrower or any consumer credit laws, including without limitation ERISA, other Loan Party to Agent or any Lender and/or its counsel (the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of Buyer any such Indemnitee or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever y) a material breach of the account debtor Loan Documents by such Indemnitee or obligor thereunderits Affiliates, arising out of a breach by Seller of partners, members, directors, officers, employees, trustees, agents, controlling persons, advisors or other representatives or (ii) related to any obligation thereunder or claim disputed solely among the Indemnitees other than Indemnified Liabilities arising out of any act or omission on the part of Borrower, any other agreementLoan Party or any of their respective Subsidiaries; provided further that, indebtedness or liability at any time owing notwithstanding anything to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews the contrary contained herein, with respect to legal fees in each instance described in the Purchased Assets (includingforegoing, without limitationBorrower shall only be required to pay for one primary counsel for the Indemnitees taken as a whole . To the extent that the undertaking to indemnify, those incurred pursuant pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to Article 25 the payment and Article 3 (includingsatisfaction of each of the Indemnified Liabilities that is permissible under applicable law. This Section 8.2 shall not apply with respect to Taxes other than any Taxes that represent losses, without limitationclaims, all Predamages, etc. arising from any non-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation Tax claim. The obligations of Buyer’s rights Borrower under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase discharge of Borrower’s other obligations hereunder. None of Agent, the Lenders and Borrower shall assert, and Borrower, Agent and each Lender each hereby waives to the extent permitted by Seller each applicable Requirement of Law, any claim on any theory of liability, for special, indirect, consequential or all punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the Purchased Assetsproceeds thereof or any act or omission or event occurring in connection therewith, and Borrower, Agent and each Lender each hereby waives, releases and agrees not to sue upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. Seller hereby (i) The Grantor agrees to indemnify Buyerindemnify, Buyer’s designeepay and hold harmless the Beneficiary, Buyer’s Affiliates the Trustee and each of its the other Secured Parties and the officers, directors, employees employees, agents and agents Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the foregoingIndenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that Seller the Grantor shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Buyer that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyerthe Lender, Buyerthe Lender’s designeeAffiliates, Buyer’s Affiliates and each of its officersthe respective partners, directors, employees officers, employees, agents, trustees, administrators, managers, advisors and agents representatives of the Lender and its Affiliates (each such Person being called an “Indemnified PartiesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement liabilities and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, related expenses (including attorneys’ fees the reasonable and disbursements) or documented fees, charges and disbursements (all of the foregoingany outside counsel for any Indemnitee, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted against any Indemnified Party in any way whatsoever Indemnitee arising out of or of, in connection with, or relating to, this Agreement as a result of (i) the execution or delivery of any Loan Document or any Transactions hereunder agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the transactions contemplated hereby, (ii) the Loans or the use or proposed 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 Borrower or any action taken of its Subsidiaries, or omitted any Environmental Liability related in any way to be taken by the Borrower or any Indemnified Party under of its Subsidiaries, or in connection with (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, brought by a third party and regardless of whether any Indemnitee is a party thereto; providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that Seller shall not be liable for losses resulting such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of SellerIndemnitee. This Article 24 indemnity shall survive the termination of this Agreement and Agreement. Amounts payable by the repurchase by Seller of any or all of Borrower under this Section 15(e) shall be paid within ten (10) days from the Purchased Assetsdate on which the Lender makes written demand therefor.

Indemnity. Seller Licensee hereby agrees to indemnify Buyerindemnify, Buyer’s designeedefend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, Buyer’s Affiliates subsidiary or other affiliated entity of TSRI and each of its officerstheir trustees, directors, employees officers, employees, scientists, agents, successors, assigns and agents other representatives (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all liabilitiesclaims, obligationssuits, lossesactions, damages, penaltiesliabilities, actionslosses and other expenses, judgmentsincluding without limitation reasonable attorney’s fees, suitsexpert witness fees and costs incurred by the Indemnitees (collectively, taxes (including stamp“Losses”), excise, sales or other taxes that may be payable or determined to be payable with respect to any third party claim, whether or not a lawsuit or other proceeding is filed (collectively “Claim”), that arise out of or relate to: (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the Licensed Patent Rights or use of the Purchased Assets, Purchased Items Licensed Materials; (b) alleged defects or Collateral or in connection other problems with any of the transactions contemplated Licensed Products manufactured, sold or distributed by this Agreement and Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (c) the documents delivered research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees; (d) the negligent or willful misconduct of Licensee or any of its Sublicensees; (e) any allegations that the Licensed Products developed, manufactured, sold or distributed by Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans, or other materials used in connection herewithwith or to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or defamation, or any other than incomeintellectual or industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, withholding rules or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) regulations in connection with the exercise of its rights or disbursements (all the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and extent the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever applicable third party’s Claims arising out of or relating to the actions referenced above in connection withsub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or relating to, agreement made by TSRI in this Agreement Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or suits against any Transactions hereunder Indemnitee that arise out of or any action taken or omitted relate to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller items described in subparagraphs (a) through (f) above. Licensee shall not be liable for losses resulting enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s prior written consent. In the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in the defense of the Claim. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any settlement of such Claim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, such Indemnitee shall have the right, but not the obligation, to defend itself, and in that case, Licensee shall reimburse Indemnitees for all Purchased Assets relating to of their reasonable and documented attorney’s fees, costs and damages incurred in settling or arising out defending such Claims within thirty (30) days after receipt of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller invoice therefor from such Indemnitee. This indemnity shall be a direct payment obligation and not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of merely a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the reimbursement obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLicensee to Indemnitees.

Indemnity. Seller hereby Lessee agrees to indemnify Buyerthat each payment of Basic Rent hereunder shall be free and clear of, Buyer’s designeeand without deduction for, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilitieswithholdings on account of Taxes of any nature whatsoever, obligationswhether or not an exclusion pursuant to Section 10(b) applies, lossesexcept as required by law. If any such deduction or withholding of Taxes is required with respect to such payments of Basic Rent, damagesLessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, penaltiesafter such deduction or withholding, actionswill be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, judgments, suits, taxes (including stamp, excise, sales or other taxes but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be payable required by the Indenture. If Lessee pays any amount to Lessor (or determined to be payable any taxing authority for the account of Lessor) as a result of the application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or with respect to, based upon or measured by (A) any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or other disposition of the Purchased AssetsAircraft, Purchased Items or Collateral or in connection with the Airframe, any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement Engine or any Transactions hereunder Part thereof or any action taken interest therein; or omitted to be taken by any Indemnified Party under (C) the rentals, receipts, income or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or earnings arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense therefrom (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.Rent), or

Indemnity. Seller hereby agrees to indemnify Buyer18.1 Each of the Issuer and the Guarantors indemnifies, Buyer’s designeejointly and severally, Buyer’s Affiliates on an after-tax basis, the Paying Agent, the Registrar and each of its their respective directors, officers, directors, employees and agents (“Indemnified Parties”) from and controlling persons against any and all losses, liabilities, obligationscosts, lossesclaims, actions, damages, penaltiesexpenses or demands (including, actionsbut not limited to, judgmentsall reasonable costs, suits, taxes (including stamp, excise, sales charges and expenses paid or other taxes that incurred in disputing or defending the foregoing) which any of them may incur or which may be payable or determined to be payable with respect to made against any of the Purchased Assets, Purchased Items or Collateral them as a result of or in connection with any the appointment or the exercise of the transactions contemplated powers and duties by the Paying Agent or the Registrar, as the case may be, under this Agreement except as may result from the wilful default or negligence of the Paying Agent or the Registrar, as the case may be, or that of their respective directors, officers, employees or controlling persons. 18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Issuer and the documents delivered in connection herewithGuarantors and their respective directors, other than incomeofficers, withholding or other taxes imposed upon Buyer)employees and controlling persons against all losses, feesliabilities, costs, claims, actions, damages, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time demands (including, without limitationbut not limited to, such time all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as this Agreement shall no longer be in effect a result of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, officers, employees or controlling persons. 18.3 The Registrar severally indemnifies, on an after-tax basis, the Issuer and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withGuarantors and their respective directors, or relating toofficers, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from employees and indemnify Buyer controlling persons against all Indemnified Amounts with respect to all Purchased Assets relating to losses, liabilities, costs, claims, actions, damages, expenses or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets demands (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitationbut not limited to, all Pre-Purchase Legal Expensesreasonable costs, even if charges and expenses paid or incurred in disputing or defending the underlying prospective Transaction for foregoing) which they were incurred does not take place for any reason) and of them may incur or which may be made against any of them as a result of the enforcement Registrar's wilful default or negligence or that of the preservation of Buyer’s rights under this AgreementRegistrar's directors, any Transaction Documents officers, employees or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. controlling persons. 18.4 This Article 24 shall survive Clause 18 survives the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to indemnify BuyerIndemnify the Bank and its employees, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees shareholders, agents, attorneys, successors and agents (“Indemnified Parties”) from and assigns against any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs and expenses of any kind or nature whatsoever, including, without limitation, attorneys' fees and expenses, incurred by them arising out of, in any way connected with, or as a result of (a) this Agreement or the Related Documents or the transactions contemplated hereby or protection or enforcement (including stampcollection or disposition of Collateral) of the Bank's rights under this Agreement or the Related Documents, excise(b) the execution and delivery of this Agreement by the Company and the performance of the Obligations, sales (c) any violation of Environmental Laws or any other taxes that may be payable Requirements of Law by the Company or determined to be payable with respect any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such violation, and (d) any claim, litigation, investigation or proceedings relating to any of the Purchased Assetsforegoing or the transactions contemplated by this Agreement, Purchased Items whether or Collateral not the Bank is a party thereto; provided, however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or in connection with related expenses to the extent caused by any willful misconduct of the Bank. The foregoing indemnities shall survive the Termination Date, the consummation of the transactions contemplated by this Agreement Agreement, the repayment of the Obligations and the documents delivered in connection herewith, other than income, withholding invalidity or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) unenforceability of any term or disbursements (all provision of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller Related Documents and shall not be liable for losses resulting from the gross negligence remain in effect regardless of any investigation made by or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality on behalf of the foregoing, Seller agrees to hold Buyer harmless from Bank or the Company and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to the content or arising out accuracy of any violation representation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights warranty made under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby agrees to (a) Licensee shall at all times (both during and after the term hereof) indemnify Buyerand hold harmless Licensor, Buyer’s designeeits agents and employees, Buyer’s Affiliates against and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all actions, suits, liabilities, obligationssettlements, losses, damages, penaltiescosts, actionscharges, judgmentsreasonable counsel fees and all other expenses, suitsrelating to or arising from any and all claims (whether founded or unfounded) of every nature or character (including, taxes but without limitation, claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (including stampcollectively, excise"Losses"), sales based upon or other taxes that may arising out of Licensee's operation of the Departments, or the Licensee's sale, use or installation of the Wares and Services, or any defect in the Wares and Services or in any ingredient, product or component used in the Wares and Services (or, in the event the Wares and Services shall be payable a service, used in the performance of such service), or determined to be payable with respect due to any negligence or dishonesty of, or to any act of the Purchased Assetscommission or omission by, Purchased Items Licensee or Collateral or in connection with any of its employees or agents, all except to the transactions contemplated extent such Loss is caused by this Agreement Licensor's negligent actions or omissions or willful misconduct; and the documents delivered in connection herewithcase any action, other than income, withholding suit or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may proceeding shall at any time (including, without limitation, such time as this Agreement shall no longer be in effect and either during or after the Transactions shall have been repaid in fullterm hereof) be imposed on brought against Licensor by reason of any such claim, the Licensee, if Licensor so requests, shall resist and defend such action, suit or asserted proceeding, at the sole expense of Licensee, by reputable counsel. (b) Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any Indemnified Party in any way whatsoever arising out of or in connection withand all Losses, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to based upon or arising out of any violation Licensor's operations, or alleged violation the Licensor's sale, use or installation of any environmental lawproducts or services (other than the Wares or Services), rule or regulation or any consumer credit lawsdefect in any product or service rendered by Licensor (other than the Wares or Services) or in any ingredient, including without limitation ERISAproduct or component used in such products or services(other than the Wares or Services), the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross or due to any negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderdishonesty of, or to enforce any provisions act of commission or omission by, Licensor or any Purchased Assetof its employees or agents, Seller will saveall except to the extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and in case any action, indemnify and hold Buyer harmless from and suit or proceeding shall at any time (either during or after the term hereof) be brought against all expense (including attorneys’ fees), loss or damage suffered Licensee by reason of any defensesuch claim, set-offLicensor, counterclaimif Licensee so requests, recoupment shall resist and defend such action, suit or reduction or liability whatsoever proceeding, at the sole expense of the account debtor or obligor thereunderLicensor, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its reputable counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller Each Borrower hereby agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and each of its hold harmless Administrative Agent and Lenders and the officers, directors, employees employees, trustees, agents, investment advisors, collateral managers, servicers, and agents counsel of Administrative Agent and Lenders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampthe fees and disbursements of counsel for such Indemnitee) in connection with any investigative, exciseresponse, sales remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other taxes that than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be payable imposed on, incurred by or determined asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by any Borrower, or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (ii) arising out of or relating to be payable the offsite disposal of any materials generated or present on any such property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Borrower, (b) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and (c) any brokerage claims in connection with the sale or any leasing of any Project, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses liability resulting from the gross negligence or willful misconduct of Buyer such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts liability with respect to clauses (a) or (c) first occurring after transfer of title of a Project following a foreclosure or pursuant to a conveyance in lieu of foreclosure provided that the applicable Borrower is no longer in possession of the applicable Project. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation such indemnified liabilities incurred by the Indemnitees or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby The Company and Uptick agrees to indemnify Buyerindemnify, Buyer’s designeedefend, Buyer’s Affiliates and hold harmless each of other and its officersaffiliates, directors, employees officers, counsel, employees, agents, members, managers, successors, assigns, and agents controlling persons (as defined in the Act) (each, an “Indemnified PartiesParty”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiescosts, actionsexpenses, judgments, suits, taxes and liabilities (including stampany investigatory, exciselegal, sales or and other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any action, claim, or proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of (a) the Agreement or the services to be performed under the Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising out of the transactions contemplated by the Agreement, (c) any inaccuracy in or breach in the representations and warranties of the Company contained in this Agreement Agreement, and (d) any failure of the documents delivered Company to perform its obligations under this Agreement, provided that the Company and Uptick shall not be liable to an Indemnified Party in connection herewithany such case to the extent that any such Indemnifiable Loss is found in a final, other than incomenonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, withholding responsible, or other taxes imposed upon Buyer), fees, costs, accountable in damages and costs and expenses (including attorneys’ fees and disbursementsfees) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as under this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against except for any Indemnified Party in any way whatsoever arising out of or in connection withliability for losses, claims, damages, or relating to, this Agreement or any Transactions hereunder or any action liabilities finally judicially determined to have resulted solely and exclusively from actions taken or omitted to be taken by any as a direct result of such Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the Party’s gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsmisconduct.

Indemnity. Seller hereby The Borrower agrees to defend, protect, indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Agent and each Lender and each and all of its officers, directors, employees employees, attorneys and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, such time as this Agreement the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall no longer be in effect and the Transactions shall have been repaid in full) designated by a party thereto), which may be imposed on on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner directly relating to or arising out of any violation this Agreement or alleged violation of any environmental lawthe other Financing Agreements, rule or regulation or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever management of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets Term Loan (including, without limitation, those incurred pursuant to Article 25 and Article 3 (includingany liability under federal, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonstate or local environmental laws or regulations) and the enforcement or the preservation use or intended use of Buyer’s rights under this Agreementthe proceeds of the Term Loan hereunder; provided, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of Seller hereunder such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is a recourse obligation violative of Sellerany law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified Parties. This Article 24 Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties within five (5) days of demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral. The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby The Borrower agrees to indemnify Buyerpay, Buyer’s designeeindemnify, Buyer’s Affiliates and hold each of its Lender and the Administrative Agent and their respective officers, directors, employees employees, advisors, affiliates and agents (each, an “Indemnified PartiesIndemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs, expenses or disbursements of any kind or nature whatsoever (including stamp, excise, sales whether brought by a Borrower or any other taxes that may be payable or determined to be payable Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the Purchased Assetsforegoing, Purchased Items whether based on contract, tort or Collateral any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerclause (b), feescollectively, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified AmountsLiabilities”) that may at any time (including), without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller the Borrower shall not be liable for losses resulting have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Buyer such Indemnitee or any other Indemnified Partyits affiliates. Without limiting the generality of the foregoing, Seller and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to hold Buyer harmless cause its Subsidiaries to waive, all rights for contribution from and indemnify Buyer against all Indemnified Amounts any Indemnitee or any other rights of recovery from any Indemnitee with respect to all Purchased Assets relating claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedEnvironmental Laws, that Seller any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be liable for losses resulting from accompanied by a statement setting forth in reasonable detail the gross negligence or willful misconduct source of Buyer or any other such Indemnified PartyLiability and the amount claimed thereunder. In any suitStatements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, proceeding or action brought by Buyer at the address of the Borrower set forth in connection with any Purchased Asset for any sum owing thereunderSection 11.2, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss such other Person or damage suffered address as may be hereafter designated by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the account debtor or obligor thereunder, arising out Term Loans and all other amounts payable hereunder. Paragraph (b) of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews this Section shall not apply with respect to the Purchased Assets (includingTaxes other than any Taxes that represent losses, without limitationclaims, those incurred pursuant to Article 25 and Article 3 (includingdamages, without limitation, all Preetc. arising from any non-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller hereby (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall be consummated, Company agrees to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its officershold harmless Agents and Lenders, and the Officers, directors, employees trustees, employees, agents, advisors and agents Affiliates of Agents and Lenders (collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee or its related parties as determined by a final judgment of a court of competent jurisdiction. (b) As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, taxes claims (including stampEnvironmental Claims), excisecosts (including the costs of any investigation, sales study, sampling, testing, abatement, cleanup, removal, remediation or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the Purchased Assets, Purchased Items or Collateral or reasonable and documented out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any of the transactions contemplated 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, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and Environmental Laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, (i) this Agreement or any the other Loan Documents or the Transactions (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any action taken thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omitted to be taken by omission, whether rightful or wrongful, of any Indemnified Party under present or in connection with future de jure or de facto Government Authority, or any enforcement of any of the foregoingLoan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries; provided, that Seller shall not be liable for losses resulting except to the extent such Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought Indemnitee as determined by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out a final judgment of a breach by Seller court of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetscompetent jurisdiction.

Indemnity. Seller hereby agrees Subject to indemnify BuyerSection 9.7, Buyer’s designee, Buyer’s Affiliates and each except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless Landlord, its affiliates, and their respective employees, officers, directors, employees partners, members and agents (“Indemnified Parties”) shareholders, the property manager, and Mortgagees of the Property, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including reasonable attorneys’ fees and disbursementsexpenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to (a) any injury to or disbursements death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (all b) any act, omission, fault, misconduct, negligence or violation of the foregoingapplicable laws and regulations by Tenant or any Tenant Parties, collectively “Indemnified Amounts”) that may at including without limitation on account of any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed construction or other work by Tenant on or asserted against any Indemnified Party in any way whatsoever arising out of about the Premises pursuant to Article 8 or in connection withotherwise, or relating to(c) any Hazardous Substances or other pollutants brought, this Agreement generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Transactions hereunder Tenant Parties, in violation of Section 7.6 or any action taken or omitted otherwise. Subject to be taken by any Indemnified Party under or in connection with any of Section 9.7, except to the foregoing; provided, that Seller shall not be liable for losses extent resulting from the gross negligence or willful misconduct of Buyer Tenant or any other Indemnified Party. Without limiting the generality person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of the foregoing, Seller agrees to hold Buyer harmless Tenant from and indemnify Buyer against any and all Indemnified Amounts liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Landlord’s or any consumer credit lawsof Landlord’s employees’, including without limitation ERISAofficers’, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedcontractors’, that Seller shall not be liable for losses resulting from the gross or agents’ negligence or willful misconduct of Buyer resulting in personal injury or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsbodily harm.

Indemnity. Seller Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend, protect and indemnify BuyerLender, Buyer’s designee, Buyer’s Affiliates its participants and each of its their assigns, and each of their respective directors, officers, directorsemployees, employees affiliates and agents (collectively, “Indemnified PartiesPersons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all liabilitieslosses, claims, damages, obligations, losses, damagesjudgments, penalties, actionsand liabilities and related costs and expenses, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, reasonable counsel fees and expenses, incurred by such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) Indemnified Person arising out of any claim, action, suit, litigation, investigation or proceeding (whether or not such Indemnified Person is a party thereto), which may be imposed on on, incurred by, or asserted against any Indemnified Party Person (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawthis Agreement, rule or regulation the Related Documents, or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant hereto or thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Actmanagement of the Loan or the use or intended use of the proceeds of the Loan hereunder; provided, however, that Seller such indemnity shall not be liable for losses resulting apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence or willful wilful misconduct of Buyer such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Borrower may otherwise have. All amounts due under this subsection shall be payable as incurred upon written demand therefor, shall be added to the Indebtedness of the Borrower and shall bear interest at the Default Rate, and shall be secured by the Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this subsection may be unenforceable because it is violative of any law or any other public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified PartyPersons. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from undertakings and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever indemnifications set out in this Section shall survive the satisfaction and payment of the account debtor or obligor thereunder, arising out Indebtedness of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as the Borrower and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees (a) To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to indemnify Buyerbe performed, Buyer’s designeepursuant to the terms of this Lease, Buyer’s Affiliates and each or arising from, any act or negligence of Tenant, its officersagents, directorsservants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and agents the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (“Indemnified Parties”b) Landlord shall protect, indemnify and hold Tenant harmless from and against any and all liabilitiesloss, obligationsclaims, losses, damages, penalties, actions, judgments, suits, taxes liability or costs (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect court costs and attorneys' fees) incurred by reason of: (a) any damage to any of the Purchased Assets, Purchased Items property or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses injury (including attorneys’ fees and disbursementsbut not limited to death) to any person occurring in, or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out about the Demised Premises or the Building to the extent that such injury or damage shall be proximately caused by the Landlord's affirmative acts of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Landlord or any other Indemnified Party. Without limiting the generality of the foregoingits agents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to servants or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actemployees; provided, however, that Seller such indemnification shall not be liable limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for losses resulting from the gross negligence such injury or willful misconduct of Buyer or any other Indemnified Party. In any suitdamage, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderafter deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to enforce any self-insure, and (ii) the deductible amounts for such claims under such insurance policies. The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to this Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement Lease with respect to any claims or liability occurring prior to such termination. (c) Notwithstanding the foregoing indemnification obligations, Landlord and Tenant both hereby release the other and the repurchase by Seller other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that the cost of any or such claim is reimbursed by insurance proceeds recovered by the releasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all of the Purchased Assetssuch claims.

Indemnity. Seller hereby agrees to indemnify BuyerWithout waiving any rights, Buyer’s designeeclaims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, Buyer’s Affiliates FWH shall pay, indemnify, save and hold the Administrative Agent, the Collateral Agent and each Secured Party and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact and Affiliates (each, an “Indemnified PartiesPerson”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, charges, expenses (including attorneys’ fees and disbursements) or disbursements (all including Attorney Costs) of the foregoing, collectively “Indemnified Amounts”) that any kind or nature whatsoever which may at any time (includingincluding at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in fullresignation or replacement of any Agent or any Lender) be imposed on on, incurred by or asserted against any Indemnified Party such Person in any way whatsoever arising out of or in connection with, or relating to, this Agreement or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any Transactions hereunder of its Affiliates related thereto, and any investigation, litigation or proceeding (including any action taken bankruptcy, insolvency, reorganization or omitted other similar proceeding or appellate proceeding) related to be taken by Prattsburgh, whether or not any Indemnified Party under or in connection with any of Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, provided that Seller FWH shall not be liable for losses resulting have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or willful misconduct of Buyer or any other such Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsPerson.

Indemnity. Seller hereby The Borrower agrees to indemnify Buyerand hold each Lender and the Administrative Agent harmless, Buyer’s designeefrom, Buyer’s Affiliates any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to the Borrower, and to indemnify and hold each of its officersLender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and agents (the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, taxes reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including stampbut not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, excisedelivery, sales enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other taxes information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this Section 9.5 (c), collectively, the “indemnified liabilities”), provided, that may be payable or determined the Borrower shall have no obligation hereunder to be payable any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any of the Purchased AssetsIndemnified Party, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer such Indemnified Party as finally determined in a nonappealable judgment by a court of competent jurisdiction, (B) disputes arising between or any other Indemnified Party. Without limiting among the generality of Lenders and the foregoingAdministrative Agent, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts or (C) with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISAsuch Indemnified Party, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct failure of Buyer or any other such Indemnified Party. In any suit, proceeding or action brought by Buyer in connection Party (and its Affiliates) to comply with any Purchased Asset for any sum owing thereunder, or to enforce any provisions Requirement of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLaw.

Indemnity. Seller Whether or not the transactions contemplated hereby agrees to indemnify Buyershall be consummated, Buyer’s designeethe Borrower shall pay, Buyer’s Affiliates indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Agent, the Arranger, the Syndication Agent and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (“each, an "Indemnified Parties”Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs, charges, expenses or disbursements (including stamp, excise, sales Attorney Costs) of any kind or other taxes that may be payable or determined to be payable nature whatsoever with respect to (a) any investigation, litigation -121- or proceeding (including any Insolvency Proceeding) related to this Agreement or the Loan Documents or the Loans or the Letters of Credit, or the use of the Purchased Assetsproceeds thereof, Purchased Items whether or Collateral not any Indemnified Person is a party thereto and (b) the actual or alleged presence of Hazardous Materials in connection with the air, surface water or groundwater or on the surface or subsurface of any of the transactions contemplated by this Agreement and the documents delivered in connection herewithproperty owned, other than income, withholding leased or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location by Holdings or any of its Subsidiaries, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the noncompliance of any property owned, leased or operated by Holdings or any of its Subsidiaries with Environmental Laws (includingincluding applicable permits thereunder) applicable to any such property, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or any Environmental Claim asserted against Holdings, any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement its Subsidiaries or any Transactions hereunder property owned, leased or at any time operated by Holdings or any action taken or omitted to be taken by any of its Subsidiaries (all the foregoing described in (a) and (b) above, collectively, the "Indemnified Party under or in connection with any of the foregoingLiabilities"); provided, however, that Seller the Borrower shall not be liable for losses resulting have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer or any other such Indemnified Party. Without limiting Person as the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought same is determined by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out a final judgment of a breach by Seller court of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or competent jurisdiction. The obligations in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 12.05 shall survive the termination payment of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsother Obligations.

Indemnity. Seller 2.1 Subject to the terms of this deed, the Company hereby agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees keep indemnified and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any hold harmless the Director out of the Purchased Assets, Purchased Items or Collateral or in connection with any assets of the transactions contemplated by this Agreement and the documents delivered in connection herewithCompany against all claims, other than income, withholding or other taxes imposed upon Buyer), feesliabilities, costs, charges, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time losses (including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) ("Liability" or "Liabilities") which may be made against him or which he may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any other companies of which he has been requested to act as director or other such time as this Agreement shall no longer be officer by the Company ("Associated Companies") or otherwise in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of relation thereto or in connection withtherewith, including (but without limitation) and any Liability reasonably incurred or relating tosuffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Subject to the terms of this Agreement deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs") incurred by the Director in defending any claim, action or any Transactions hereunder proceedings (whether civil, criminal or any action taken regulatory) in connection with the actual or omitted to be taken by any Indemnified Party under purported execution and/or discharge of the duties of his office and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the foregoing; providedLaw other than in case of claims, that Seller shall not be liable for losses resulting from actions or proceedings (whether civil or criminal) brought by the gross negligence or willful misconduct of Buyer Company or any other Indemnified Party. Without limiting Associated Companies by way of a loan, save where the generality Company considers (acting reasonably) that it would not promote the success of the foregoing, Seller agrees Company to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, do so. The following provisions shall apply: (a) the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer Company (acting reasonably) may impose such terms as it sees fit in connection with the granting of such loan; (b) the Director shall repay any Purchased Asset for amount so paid or advanced (and discharge any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of Company incurred under any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred transaction in connection with Buyer’s due diligence reviews with respect the matters referred to above) in the Purchased Assets event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Director relief on the application on the date on which the conviction, judgment or refusal of relief (includingas applicable) becomes final; (c) if once the claim, without limitationaction or proceedings have been finally concluded and there has been no adverse judgement against the Director, those incurred pursuant the Director shall be exonerated from the obligation to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if repay the underlying prospective Transaction for which they were incurred does not take place for any reason) loan and the enforcement or the preservation of BuyerCompany’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the indemnity obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 in clause 2 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsbe thereby satisfied.

Indemnity. Seller In addition to the payment of expenses pursuant to Section 11.1 and the indemnification obligations set forth in other portions of this Agreement, the Environmental Indemnification Agreement or the other Loan Documents, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify Buyerindemnify, Buyer’s designeepay, Buyer’s Affiliates defend and each of hold Lender, its officers, directors, employees members, partners, shareholders, participants, beneficiaries, trustees, employees, agents, successors and agents assigns, any subsequent holder of the Note, any trustee, fiscal agent, servicer, underwriter and placement agent, (collectively, the “Indemnified PartiesIndemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, causes of action, suits, taxes (including stampclaims, excisetax liabilities, sales broker’s or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), finders fees, costs, expenses and disbursements of any kind or nature whatsoever (including attorneys’ the fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, based upon any third party claims against such Indemnitees in any manner related to or arising out of (A) any breach by Borrower or Guarantor of any representation, warranty, covenant, or other agreement contained in any of the foregoingLoan Documents, (B) the actual or threatened presence, release, disposal, spill, escape, leakage, transportation, migration, seepage, discharge, removal, or cleanup of any Hazardous Material located on, about, within, under, affecting, from or onto the Mortgaged Property or any violation of any applicable Environmental Law by Borrower or the Mortgaged Property, or (C) the use or intended use of the proceeds of any of the Loan (the foregoing liabilities herein collectively referred to as the “Indemnified Liabilities”); provided, provided that Seller Borrower shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer that Indemnitee as determined in a final order by a court of competent jurisdiction. Borrower shall be relieved of its obligation under clause (B) of this Section 11.3 with respect to Hazardous Materials first introduced to the Land and Improvements after either (1) the foreclosure of the Mortgage or (2) the delivery by Borrower to, and acceptance by, Lender or its designee of a deed-in-lieu of foreclosure with respect to the Mortgaged Property. To the extent that the undertaking to indemnify, pay, defend and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. If any such action or other Indemnified Partyproceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Without limiting the generality of Notwithstanding the foregoing, Seller agrees each Indemnitee shall, following notice to hold Buyer harmless from and consultation with Borrower, have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnitee and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to an Indemnitee for damage or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses loss resulting from the such Indemnitee’s gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsmisconduct.

Indemnity. Seller (a) Whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s pay and hold harmless, Lender, its Affiliates and each of its and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnified PartiesIndemnitee”) ), from and against any and all Indemnified Liabilities (as hereinafter defined), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 37 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party 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 Indemnitees or any of them. “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, taxes claims (including stampenvironmental claims), excisecosts (including the costs of any investigation, sales study, sampling, testing, abatement, cleanup, removal, remediation or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any hazardous materials activity), expenses and disbursements of any kind or nature whatsoever (including the Purchased Assets, Purchased Items or Collateral or reasonable fees and disbursements of counsel for Indemnitees in connection with any of the transactions contemplated 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, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and environmental laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasoni) and the enforcement this Agreement or the preservation of Buyer’s rights under this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby (including the Lender’s agreement to make Revolving Loans or Forbearance Period Advances or the use or intended use of the proceeds thereof, or any enforcement of any of the Transaction contemplated herebyDocuments (including the enforcement of any guaranty of the Obligations)) or (ii) any environmental claim or any hazardous materials activity relating to or arising from, including without limitation directly or indirectly, any past or present activity, operation, land ownership, or practice of the fees and disbursements Borrower or any of its counselSubsidiaries. Seller hereby acknowledges that the obligation Infinity Energy Resources, Inc. Infinity Oil and Gas of Seller hereunder is a recourse obligation Texas, Inc. Infinity Oil & Gas of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.Wyoming, Inc.

Indemnity. Seller Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and each hold harmless the Purchasers and any subsequent holder of its any of the Notes and the officers, directors, and employees of the Purchasers and agents such holders (“Indemnified Parties”collectively called the "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampthe fees and disbursements of counsel for such Indemnitee) in connection with any investigative, exciseadministrative or judicial proceeding, sales whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of the Company, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other taxes that than any broker retained by the Purchasers) asserting any right to payment for the transactions contemplated hereby, which may be payable imposed on, incurred by or determined asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents and the use or intended use of the proceeds of the Notes, except that the Company shall have no obligation hereunder to be payable an Indemnitee with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses liability resulting from the gross negligence or willful misconduct of Buyer such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby The Borrower agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Administrative Agent and each of its the Banks and their respective Affiliates and the directors, officers, directorsemployees, employees agents, advisors and agents controlling persons of each of the foregoing (each such Person, an “Indemnified PartiesIndemnitee”) from against, and against to hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees and expenses, judgmentsincurred by or asserted against any Indemnitee arising out of, suitsin any way connected with, taxes or as a result of (including stampi) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, excisethe performance by the parties thereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, sales (ii) the use of the proceeds of the Loans or other taxes that may be payable (iii) any claim, litigation, investigation or determined to be payable with respect proceeding relating to any of the Purchased Assetsforegoing; provided that such indemnity shall not, Purchased Items as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or Collateral related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in connection with this Section 11.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors (other than in the transactions contemplated case where such litigation or proceeding is brought by this Agreement the Borrower and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon BuyerBorrower prevails), feesan Indemnitee or any other person or an Indemnitee is otherwise a party thereto. In no event, costshowever, expenses (including attorneys’ fees and disbursements) shall any Indemnitee or disbursements (all any Loan Party be liable on any theory of the foregoingliability for any special, collectively “Indemnified Amounts”) that may at any time indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided that nothing herein shall limit the Loan Parties’ indemnity and reimbursement obligations to the extent that such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on special, indirect, consequential or asserted against any Indemnified Party punitive damages are included in any way whatsoever claim by a third party unaffiliated with any Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification hereunder. This Section 11.10 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages etc. arising out from any non-Tax claim. The provisions of this Section 11.10 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the reduction or in connection withcancellation of the Total Commitment, the invalidity or relating to, unenforceability of any term or provision of this Agreement or any Transactions hereunder Note, or any action taken investigation made by or omitted to be taken by any Indemnified Party under or in connection with any on behalf of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified PartyBanks. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s All amounts due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 11.10 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsbe payable in immediately available funds upon written demand therefor.

Indemnity. Seller hereby agrees to Each Loan Party shall indemnify BuyerAgent, Buyer’s designeeeach Co-Collateral Agent, Buyer’s Affiliates each Lender and each of its their respective officers, directors, Affiliates, attorneys, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs, expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that fees and disbursements of counsel) which may be payable imposed on, incurred by, or determined to be payable asserted against Agent, any Co-Collateral Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withaspect of, or relating any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, any Transactions hereunder Co-Collateral Agent or any action taken or omitted Lender is a party thereto, except to be taken by any Indemnified Party under or in connection with the extent that any of the foregoing; provided, that Seller shall not be liable for losses resulting from foregoing arises out of the gross negligence or willful misconduct of Buyer or any other Indemnified Partythe party being indemnified (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable). Without limiting the generality of the foregoing, Seller agrees this indemnity shall extend to hold Buyer harmless from any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out disbursements of any violation kind or alleged violation nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 15.5 by any Person under any Environmental Laws or similar laws by reason of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Loan Party’s or any other Indemnified Party. In any suitPerson’s failure to comply with laws applicable to solid or hazardous waste materials, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderincluding Hazardous Substances and Hazardous Waste, or other Toxic Substances. The foregoing is not intended to enforce limit the parties’ obligations in Section 4.19. Additionally, if any provisions taxes (excluding Excluded Taxes, but including any intangibles taxes, stamp tax or recording tax) shall be payable by Agent, Co-Collateral Agents, Lenders or any Loan Party on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any Purchased Assetof the Other Documents, Seller or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Loan Parties will savepay (or will promptly reimburse Agent, Co-Collateral Agents and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold Buyer the indemnitees described above in this Section 15.5 harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetstherewith.

Indemnity. Seller SERCEL and Mitcham hereby agrees agree to the following indemnification obligations: (a) Mitcham shall indemnify Buyerand hold harmless SERCEL, Buyer’s designeeits directors, Buyer’s Affiliates and each of its officers, directors, employees and agents Affiliates (hereinafter the “Indemnified PartiesSERCEL Indemnities”) from and against any and all liabilitiesliability, obligations, lossesloss, damages, fines, penalties, actionscosts and expenses (including, judgmentswithout Station, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to court costs and reasonable attorneys fees) incurred by any of the Purchased AssetsSERCEL Indemnities as a result of any breach or violation by Mitcham or others acting on its behalf of any obligation, Purchased Items covenant, representation or Collateral or warranty of Mitcham set forth in connection with any of this Agreement. (b) SERCEL shall indemnify and hold harmless Mitcham, its directors, officers, employees and Affiliates (hereinafter the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified AmountsMitcham Indemnities”) that may at against any time and all liability, loss, damages, fines, penalties, costs and expenses (including, without limitation, such time court costs and reasonable attorneys fees) incurred by any of the Mitcham Indemnities (i) as a result of any breach or violation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation, covenant, representation or warranty of SERCEL set forth in this Agreement shall no longer be in effect and the Transactions shall have been repaid in fullAgreement, (ii) be imposed on or asserted against any Indemnified Party in any way whatsoever arising that arise out of or in connection withare based upon losses, claims, damages or liabilities suffered by any third parties (meaning any party other than Mitcham, SERCEL, Mitcham’s Customer and their respective affiliates) resulting from design, manufacture, and/or operation of any Products, from the failure of any such Products to satisfy any warranties (whether expressed or implied, if any), or relating tofrom any defect in the Products. (c) It is expressly acknowledged by Mitcham that all liabilities and indemnification in relation thereto between SERCEL and Mitcham and Mitcham’s Customers, this Agreement when leasing, renting or any Transactions hereunder or any action taken or omitted selling Sercel equipment to Mitcham’s Customers, will be taken exclusively governed by any Indemnified Party under or SERCEL’s general conditions of sale as mentioned in connection with any Schedule 3(a) of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller (a) In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, the Borrower agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and hold harmless the Agent-Related Persons, the Sustainability Structuring Agent Related Persons, the Lender-Related Persons, and each of its officersParticipant (collectively, directors, employees the “Indemnitees” and agents (individually as “Indemnified PartiesIndemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, taxes claims (including stampEnvironmental Claims), excisecosts (including the costs of any investigation, sales cleanup, removal or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including, the Purchased Assets, Purchased Items or Collateral or reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), whether direct, indirect, special, or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including 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 such Indemnitee, in any manner relating to or arising out of (i) the Commitments, the use or intended use of the proceeds of the Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement Agreement, including, but not limited to, any matter (A) relating to the payment of principal and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), interest and fees, costs(B) relating to any Erroneous Payment, expenses or (including attorneys’ fees and disbursementsC) or disbursements (all arising out of the foregoing, collectively “Indemnified Amounts”filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by the Borrower to the Agent and its counsel or (ii) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party Environmental Claim relating in any way whatsoever arising out of or in connection with, or relating to, this Agreement to the Borrower or any Transactions hereunder or any action taken or omitted to be taken by any of its Subsidiaries (collectively, the “Indemnified Party under or in connection with any of the foregoingLiabilities”); provided, however, that Seller the Borrower shall not be liable for losses resulting have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of Buyer such Indemnitee. Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or any other Indemnified Party. Without limiting public policy, the generality Borrower shall make the maximum contribution to the payment and satisfaction of each of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental Liabilities that is permissible under applicable law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever The obligations of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrower under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase by Seller of any or all discharge of the Purchased AssetsBorrower’s other obligations hereunder.

Indemnity. Seller hereby agrees (a) The Issuer and each Guarantor agree, jointly and severally, to indemnify Buyerand hold harmless, Buyer’s designeeto the extent permitted by law, Buyer’s Affiliates Subscriber, its directors and officers, employees, and agents, and each person who controls Subscriber (within the meaning of its officers, directors, employees the Securities Act or the Exchange Act) and agents each affiliate of Subscriber (“Indemnified Parties”within the meaning of Rule 405 under the Securities Act) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiestaxes, actionsliabilities and expenses (including, judgmentswithout limitation, suitsany reasonable external attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by (a) any breach of any of the representations, taxes warranties, covenants or agreements made by the Note Parties in this Agreement or in the Note Documents or Warrants to which it is a party, or (including stampb) any action instituted against such Subscriber in any capacity, exciseor any of them or their respective affiliates, sales or other taxes that may be payable or determined to be payable by any stockholder of the Issuer who is not an affiliate of such Subscriber, with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement the Note Documents or Warrants (unless such action is primarily based upon a material breach of such Subscriber’s representations, warranties or covenants under the Note Documents or Warrants or any agreements or understandings the Subscriber may have with any such stockholder or any violations by the Subscriber of state or federal securities laws or any conduct by the Subscriber which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). (b) Each Subscriber agrees, severally and not jointly, to indemnify and hold harmless the documents delivered in connection herewithIssuer, other than incomeGuarantors, withholding each of their respective directors, officers, employees and agents, and each person who controls the Issuer or other taxes imposed upon Buyer), fees, costs, expenses any Guarantor (including attorneys’ fees and disbursements) or disbursements (all within the meaning of the foregoingSecurities Act or the Exchange Act) and each affiliate of the Issuer against any losses, collectively “Indemnified Amounts”) that may at any time claims, damages, liabilities and expenses (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including reasonable external attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as fees and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews defending or investigating any such action or claim) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Underlying Shares giving rise to such indemnification obligation. (c) Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the Purchased Assets failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (including2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, without limitation, those incurred pursuant the indemnifying party shall not be subject to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place any liability for any reason) and settlement made by the enforcement or indemnified party without its consent. An indemnifying party who elects not to assume the preservation defense of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation a claim shall not be obligated to pay the fees and disbursements expenses of its counselmore than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. Seller hereby acknowledges that No indemnifying party shall, without the obligation consent of Seller hereunder the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a recourse obligation release from all liability in respect to such claim or litigation. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of Seller. This Article 24 any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the termination transfer of any Notes or Warrants purchased pursuant to this Agreement and the repurchase by Seller corresponding Underlying Shares. (e) If the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or all payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the Purchased Assetsindemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7 from any person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant to this Section 7(e) by any seller of Underlying Shares shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Notes, Warrants or Underlying Shares. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive damages in connection with this Agreement.

Indemnity. Seller hereby The Borrower further agrees to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and hold harmless the Agent and each and all of the Lenders and each of its their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, employees employees, attorneys and agents (“Indemnified Parties”including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (collectively, the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawof: (i) this Agreement, rule or regulation the other Loan Documents or any consumer credit lawsof the Transaction Documents, including without limitation ERISAor any act, event or transaction related or attendant thereto or to the Stock Acquisition or Merger, the Truth making of the Loans, and the issuance of and participation in Lending Act and/or Letters of Credit hereunder, the Real Estate Settlement Procedures Act; providedmanagement of such Loans or Letters of Credit, that Seller shall not be liable for losses resulting from the gross negligence use or willful misconduct intended use of Buyer the proceeds of the Loans or Letters of Credit hereunder, or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor other transactions contemplated by the Transaction Documents; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or obligor thereunderwanton injury, arising out of a breach by Seller of any obligation thereunder damage or arising out of any other agreementthreat to the environment, indebtedness natural resources or liability at any time owing to public health or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable welfare, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to Article 25 and Article 3 violation of any Environmental, Health or Safety Requirements of Law arising from or in connection with the past, present or future operations of Holdings, the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Borrower or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Borrower or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (includingcollectively, without limitationthe "Indemnified Matters"); provided, all Pre-Purchase Legal Expenseshowever, even if the underlying prospective Transaction for which they were incurred does not take place for Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused solely by or resulting solely from (x) a dispute among the Lenders or a dispute between any reason) Lender and the enforcement Agent, (y) a dispute between the Agent or any Lender and any participant or among them or (z) the preservation willful misconduct or Gross Negligence of Buyer’s rights under this Agreementsuch Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, any Transaction Documents or Transaction contemplated herebyin each case, including without limitation as determined by the fees final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and disbursements of its counsel. Seller hereby acknowledges that hold harmless set forth in the obligation of Seller hereunder preceding sentence may be unenforceable because it is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all of Indemnified Matters incurred by the Purchased AssetsIndemnitees.

Indemnity. Seller hereby agrees In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify Buyerthe Subscription Receipt Agent and its affiliates, Buyer’s designeetheir successors and assigns, Buyer’s Affiliates and each of its their directors, officers, directors, employees and agents (“collectively, the "Indemnified Parties”") and save them harmless from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, judgmentscauses of action, suits, taxes proceedings, liabilities, damages, costs, taxes, charges, assessments, judgments and expenses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever those arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action related to actions taken or omitted to be taken by any the Indemnified Party under or Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality execution of the foregoingSubscription Receipt Agent's duties, Seller agrees and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to hold Buyer harmless this Agreement (unless arising from Subscription Receipt Agent's gross negligence, fraud, wilful misconduct or bad faith) and indemnify Buyer including any action or liability brought against all or incurred by the Indemnified Amounts with respect to all Purchased Assets relating Parties in relation to or arising out of any violation or alleged violation breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any environmental lawrepresentations of any third parties and regardless of any liability of third parties to the Indemnified Parties, rule or regulation or any consumer credit laws, including and shall accrue and become enforceable without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer prior demand or any other Indemnified Partyprecedent action or proceeding. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of Notwithstanding any other agreementprovision hereof, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller 14.1 Without prejudice to Clause 5.2 (Disclosure of Information), the SFM Corporate Services Provider hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and undertakes with each of its officersthe Issuer, Holdings, the Sellers, the Share Trustee and the Trustee to hold each of the Issuer, Holdings, the Share Trustee and the Trustee (which in this clause shall include their respective directors, employees company secretary and agents (“Indemnified Parties”officers) fully and effectively indemnified at all times from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesexpenses, costs, expenses (including attorneys’ fees claims and disbursements) charges suffered or disbursements (incurred by any of them and all liabilities in respect of the foregoingany action, collectively “Indemnified Amounts”) that suit, claim or proceedings which may at any time (includingbe brought, without limitationpending or threatened to be brought, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on whether of a civil, criminal, administrative or asserted investigative nature, against any Indemnified Party of them but in any way whatsoever each case only to the extent arising out of or in connection with, or relating to, with any breach by the SFM Corporate Services Provider of the terms of this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence negligence, bad faith or willful misconduct wilful default on the part of Buyer the SFM Corporate Services Provider or any of its SFM Directors, employees, officers or agents. This indemnity is, for the avoidance of doubt, in addition to and without prejudice to any indemnity or other Indemnified Party. Without limiting remedy allowed under any applicable law. 14.2 Notwithstanding Clause 18 (Exclusion of Contracts Act), the generality Appointing Parties shall, from time to time on written demand of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation SFM Corporate Services Provider or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence of its officers or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will saveemployees, indemnify and hold Buyer harmless from the SFM Corporate Services Provider and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever SFM Director and any of the account debtor directors, officers, employees and agents of the SFM Corporate Services Provider at the time of such demand, against any liabilities, actions, proceedings, claims or obligor thereunderdemands whatsoever which it or any of them may incur or be subject to in direct or indirect consequence of this Agreement or as a direct or indirect result of the performance of the functions and obligations provided for under this Agreement, arising out except as a result of a breach by Seller the SFM Corporate Services Provider of this Agreement or as a result of the gross negligence, bad faith or wilful default on the part of the SFM Corporate Services Provider, any Director, any Issuer Secretary, any Holdings Secretary or any of the directors, officers, employees or agents of the SFM Corporate Services Provider, as the case may be. This indemnity shall expressly inure to the benefit of any obligation thereunder director, officer, employee or arising out agent existing or future of the SFM Corporate Services Provider and to the benefit of any other agreement, indebtedness or liability at any time owing to or in favor substitute of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights SFM Corporate Services Provider under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby agrees a) In any threatened, pending or completed action, suit, or proceeding to indemnify Buyerwhich Sub-Adviser, Buyer’s designeeits members, Buyer’s Affiliates and each of its officers, directors, employees and agents or associated persons (collectively, “Indemnified Partiesits affiliates”) from was or is a party or is threatened to be made a party by reason of the fact that Sub-Adviser is or was an investment sub-adviser of a Fund or otherwise, the Fund and the Manager, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Sub-Adviser and its affiliates against any and all liabilitiesloss, obligationsliability, lossesdamage, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costscost, expenses (including attorneys’ fees and disbursements) accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or its affiliates in connection with any action, suit or proceeding if Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the foregoing; providedFund, and provided that Seller shall its conduct does not be liable for losses resulting from the constitute willful misfeasance, bad faith or gross negligence or willful misconduct reckless disregard of Buyer its obligations and duties under this Agreement. The termination of any action, suit or any other Indemnified Party. Without limiting proceeding by judgment, order or settlement shall not, of itself, create a presumption that Sub-Adviser did not act in good faith or in a manner which it reasonably believed to be in or not opposed to the generality best interests of the foregoingFund. b) Expenses incurred in defending a threatened or pending civil, Seller administrative or criminal action, suit or proceeding against Sub-Adviser or its affiliates may, in the sole discretion of Manager, be paid by a Fund in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund in the event indemnification is not permitted under this Section 7. c) Sub-Adviser agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawindemnify, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify defend and hold Buyer harmless from the Funds, Manager and its affiliates (as defined above) against all expense any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), loss judgments and amounts paid in settlement actually and reasonably incurred by it or damage suffered its affiliates by reason of any defense, setact or omission of Sub-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of Adviser relating to a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable Fund (including costs and outexpenses of investigating and defending any claims, demand or suit and attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, bad faith or gross negligence on the part of Sub-of-pocket expenses incurred Adviser in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation performance of Buyer’s rights its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. d) Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification is proper in the circumstances because the party claiming indemnification (the “Indemnitee”) has met the applicable standard of conduct set forth in subsection (a) or (c), as the case may be. To the extent that the Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any Transaction Documents action, suit or Transaction contemplated herebyproceeding referred to in subsection (a) or (c) above, or in defense of any claim, issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the Indemnitee or its affiliates against the expenses, including without limitation attorneys’ and accountants’ fees, actually and reasonably incurred by it or its affiliates in connection therewith. e) In the fees event that any claim, dispute or litigation arises between Sub-Adviser and disbursements any party other than a Fund or Manager, which claim, dispute or litigation is unrelated to the Fund’s business, and if a Fund or Manager are made a party to such claim, dispute or litigation by such other party, Sub-Adviser shall defend any actions brought in connection therewith on behalf of the Fund and/or Manager each of whom agree to cooperate in such defense, and Sub-Adviser shall indemnify and hold harmless the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between a Fund and/or Manager and any party other than Sub-Adviser which claim, dispute or litigation is unrelated to Sub-Adviser’s duties under this Agreement, and if Sub-Adviser is made a party to such claim, dispute or litigation by such other party, the Fund and/or Manager, as the case may be, shall defend any actions brought in connection therewith on behalf of Sub-Adviser or its counsel. Seller hereby acknowledges that the obligation principals, each of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement whom agree to cooperate in such defense and the repurchase by Seller of Fund and/or Manager, as the case may be, shall indemnify and hold harmless Sub-Adviser and its affiliates from and with respect to any or all of the Purchased Assets.amounts awarded to such other

Indemnity. Seller A. In addition to the payment of expenses pursuant to Section 8.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and hold harmless each of the Lead Arrangers and Agents and each of its Lender, and the respective partners, officers, directors, employees employees, agents, attorneys, and agents affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, taxes claims (including stampenvironmental claims), excisecosts, sales expenses and disbursements of any kind or other taxes that may be payable or determined to be payable with respect to any nature whatsoever (including the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of investigative, administrative or judicial proceeding commenced or threatened by the transactions contemplated Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and Environmental Laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Loans hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 8.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower 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 Indemnitees or any of them. C. To the extent permitted by applicable law, the Borrower and each of its Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or relating in any way related to, this Agreement or any Transactions hereunder other Loan Document, or any action taken agreement or omitted instrument contemplated hereby or thereby or referred to be taken by herein or therein, the transactions contemplated hereby or thereby, any Indemnified Party under Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with therewith, and the Borrower and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer such claim or any other Indemnified Party. Without limiting the generality of the foregoingsuch damages, Seller agrees whether or not accrued and whether or not known or suspected to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth exist in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsfavor.

Indemnity. Seller Lessee assumes the risk of liability for, and hereby agrees to indemnify Buyerand hold safe and harmless, Buyer’s designeeand covenants to defend, Buyer’s Affiliates and each of Lessor, its officersemployees, directors, employees servants and agents (“Indemnified Parties”) from and against against: (a) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement claims and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees legal expenses of every kind and disbursementsnature) or disbursements (all arising out of the foregoingmanufacture, collectively “Indemnified Amounts”) that may at any time (purchase, shipment and delivery of the Equipment to Lessee, acceptance or rejection, ownership, titling, registration, leasing, possession, operation, use, return or other disposition of the Equipment, including, without limitation, such time as this Agreement shall no longer be any liabilities that may arise from patent or latent defects in effect the Equipment (whether or not discoverable by Lessee), any claims based on absolute tort liability or warranty and the Transactions shall have been repaid in fullany claims based on patent, trademark or copyright infringement; (b) be imposed on any and all loss or asserted against any Indemnified Party in any way whatsoever arising out damage of or in connection with, to the Equipment; and (c) any obligation or relating to, this Agreement liability to the manufacturer or any Transactions hereunder supplier of the Equipment arising under any purchase orders issued by or assigned to Lessor, except, following Lessee’s acceptance of the Equipment and Lessor’s receipt of all required Lease documentation and satisfaction of all conditions precedent therefor, payment of the Acquisition Cost thereof. Notwithstanding the foregoing, Lessee shall not be required to indemnify any action taken person or omitted to be taken by any Indemnified Party under or in connection with entity for any of the foregoing; providedclaims set forth above (collectively, the “Claims”) to the extent that Seller shall not be liable for losses resulting such Claims arise from (i) the gross negligence or willful misconduct of Buyer such person or entity; (ii) any taxes, fees and other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from governmental charges (it being acknowledged and indemnify Buyer against all Indemnified Amounts agreed that Lessee’s obligations with respect to all Purchased Assets relating taxes, fees and other governmental charges are set forth in Section 7 of this Lease) or to any penalty or other liability arising out from a “prohibited transaction” described in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iii) any violation Claims attributable to any liens, encumbrances, mortgages, pledges, attachments or alleged violation of security interests on or with respect to the Equipment or this Lease created by, through or under Lessor; (iv) any environmental lawclaims, rule or regulation or any consumer credit lawsother than a Claim set forth above, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from an assignment by Lessor pursuant to Section 16 of this Lease (except an assignment in connection with the gross negligence exercise by Lessor of its remedies under Section 9 of this Lease upon the occurrence of an Event of Default) or willful misconduct of Buyer or (v) any other Indemnified Party. In any suit, proceeding or action brought by Buyer Claims arising in connection with any Purchased Asset for any sum owing thereunder, Equipment after such Equipment has been returned by Lessee to Lessor in the condition required by Section 18 following the expiration or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever earlier termination of the account debtor Lease Term for such Equipment; provided, however, nothing contained herein shall relieve Lessee of its obligation to indemnify a person or obligor thereunder, arising entity entitled to an indemnity for Claims which relate to or arise out of a breach by Seller of facts or conditions giving rise to any obligation thereunder Claim which occurred or arising out of any other agreement, indebtedness or liability at any time owing were in existence prior to or such return. The foregoing indemnities and covenants set forth in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as this Section 6 shall continue in full force and when billed by Buyer for all Buyer’s reasonable costs effect and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the expiration or earlier termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease.

Indemnity. Seller hereby agrees 1.1 Subject to §1.2, and §2.6(b) below the Indemnitor shall indemnify Buyerand save harmless the Indemnitee, Buyerand the Indemnitee’s designeesuccessors, Buyer’s Affiliates heirs and each of its officerspersonal representatives (together with the Indemnitee, directors, employees and agents (the “Indemnified Parties”) from against and against from: (a) any and all liabilitiesactions and claims, obligationswhether current, lossesthreatened, pending or completed, whether civil, criminal, quasi-criminal or administrative, of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnified Parties in connection with the Indemnitee’s execution of the duties of his office held as an officer or director with the Indemnitor or any affiliate of the Indemnitor from time to time; (b) any and all costs, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costscharges, expenses (including attorneys’ legal fees and disbursements) , on a full indemnity basis), fines, liabilities (statutory or disbursements (all otherwise), losses and penalties which the Indemnitee may sustain, incur or be liable for in consequence of his acting as a director or officer of the foregoingIndemnitor or any affiliate of the Indemnitor from time to time, collectively “Indemnified Amounts”whether sustained or incurred by reason of the Indemnitee’s negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affiliates from time to time, or any of their respective affairs; (c) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from any and indemnify Buyer against all costs, damages, charges, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnified Amounts with respect to all Purchased Assets relating to Parties may sustain, incur or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from as a result of or arising by operation of statute and incurred by or imposed upon the gross negligence Indemnified Parties in relation to the affairs of the Company in the Indemnitee’s capacity as director or willful misconduct of Buyer officer, including but not limited to, all statutory obligations to creditors, employees, suppliers, contractors, subcontractors and any government or any other Indemnified Party. In any suit, proceeding agency or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions division of any Purchased Assetgovernment, Seller will savewhether federal, indemnify and hold Buyer harmless from and against all expense provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter; and (including attorneys’ fees), loss or damage suffered by reason of d) without in any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever way limiting the generality of the account debtor foregoing, the Indemnitor agrees that should any payment or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred reimbursement made pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees payment of insurance premiums or any payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be necessary to ensure that the amount received by or on behalf of the Indemnified Parties, after the payment of or withholding for such tax, fully reimburses the Indemnified Parties for the actual cost, expense or liability incurred by or on his or her behalf. 1.2 Notwithstanding the provisions of §1.1, the Indemnitor shall not be obligated to indemnify or save harmless the Indemnified Parties against and disbursements from any action, claim, cost, damage, charge, expense, fine, liability, loss or penalty: (a) if in respect thereof the Indemnitee failed to act honestly and in good faith with a view to the best interests of the Indemnitor or its counselaffiliate as the case may be ; (b) in the case of a criminal or administrative action or proceeding, if the Indemnitee did not have reasonable grounds for believing that his conduct was lawful; (c) arising out of any act, error or omission of the Indemnitee that is fraudulent or malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or intent; or (d) for which he is entitled to indemnity pursuant to any valid and collectible policy of insurance, to the extent of such insurance. Seller hereby acknowledges that Where partial indemnity is provided by such policy of insurance, the obligation of Seller hereunder the Indemnitor under §1.1 shall continue in effect but be limited to that portion of the liability for which indemnity is not provided by such policy. 1.3 The determination of any claim by judgment, order, settlement or conviction, or upon a recourse obligation plea of Seller. This Article 24 shall survive “nolo contendere” or its equivalent, will not, of itself, create any presumption for the termination purposes of this Agreement that the Indemnitee did not act honestly and in good faith with a view to the repurchase by Seller of any or all best interests of the Purchased AssetsIndemnitor or with the care, diligence, and skill of a reasonably prudent person or, in the case of a criminal or administrative action or proceeding, that he or she did not have reasonable grounds for believing that his conduct was lawful (unless the judgment or order of a court specifically finds otherwise) or that the Indemnitee had committed wilful neglect or gross default.

Indemnity. Seller hereby agrees Tenant for itself and its successors and assigns undertakes to indemnify Buyerprotect, Buyer’s designeeindemnify, Buyer’s Affiliates save and each of defend Landlord, its officersagents, employees, directors, employees officers, shareholders, affiliates, consultants, independent contractors, successors and agents assigns (“Indemnified Parties”collectively the "Indemnitees") harmless from and against any and all liabilitiesliability, obligationsloss, lossesdamage and expense, damagesincluding reasonable attorneys' fees, penaltiesclaims, actionssuits and judgments that Landlord or any other Indemnitee, judgmentswhether as Landlord or otherwise, suitsmay suffer as a result of, taxes or with respect to: A. The violation by Tenant or Tenant's agents, employees, invitees, licensees or contractors of any Environmental Law, including the assertion of any lien thereunder and any suit brought or judgment rendered regardless of whether the action was commenced by a citizen (as authorized under the Environmental Laws) or by a government agency; B. To the extent caused, directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, any spill or release of or the presence of any Hazardous Waste affecting the Project whether or not the same originates or emanates from the Project or any contiguous real estate, including stampany loss of value of the Project as a result of a spill or release of or the presence of any Hazardous Waste; C. To the extent caused, excisedirectly or indirectly by Tenant or Tenant's agents, sales employees, invitees, licensees or contractors, any other matter affecting the Project within the jurisdiction of the United States Environmental Protection Agency, the Nevada State Environmental Commission, the Nevada Department of Conservation and Natural Resources, or the Nevada Department of Commerce, including costs of investigations, remedial action, or other taxes that may be payable response costs whether such costs are incurred by the United States Government, the State of Nevada, or determined to be payable with respect to any of Indemnitee; D. To the Purchased Assetsextent caused, Purchased Items directly or Collateral indirectly by Tenant or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithTenant's agents, other than incomeemployees, withholding invitees, licensees or other taxes imposed upon Buyer)contractors, fees, liability for clean-up costs, expenses (including attorneys’ fees and disbursements) fines, damages or disbursements (all penalties incurred pursuant to the provisions of any applicable Environmental Law; and E. To the foregoingextent caused, collectively “Indemnified Amounts”) that may at directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, liability for personal injury or property damage arising under any time (statutory or common-law tort theory, including, without limitation, such time as this Agreement shall no longer be in effect and damages assessed for the Transactions shall have been repaid in full) be imposed on maintenance of a public or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withprivate nuisance, or relating tofor the carrying of an abnormally dangerous activity, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsresponse costs.

Indemnity. Seller hereby agrees The Borrower, the Company and the other Credit Parties further agree, jointly and severally, to defend, protect, indemnify Buyerand hold harmless the Collateral Agent and each and all of the holders of Notes, Buyer’s designee, Buyer’s each of their respective Affiliates and each of its their respective officers, directors, employees employees, attorneys and agents (collectively the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and expenses of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated as a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation this Agreement or any consumer credit laws, including without limitation ERISA, other Related Document (collectively the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Matters”); provided, however, that Seller shall not be liable for losses resulting from neither the gross negligence or willful misconduct of Buyer Borrower, the Company or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or Credit Party shall have an obligation to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews an Indemnitee hereunder with respect to Indemnified Matters caused or resulting from (a) a dispute among the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for Purchasers or a dispute between any reason) Purchaser and the enforcement Collateral Agent, or (b) the preservation willful misconduct or gross negligence of Buyer’s rights such Indemnitee. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower, the Company and the other Credit Parties shall contribute the maximum portion which it is permitted to pay and satisfy under this Agreementthe applicable law, any Transaction Documents or Transaction contemplated hereby, including without limitation to the fees payment and disbursements satisfaction of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Sellerall Indemnified Matters incurred by Indemnities. This Article 24 Section 14 shall survive the payment of the Obligations and the termination of this Agreement and the repurchase by Seller of or any or all of the Purchased Assetsother Related Document.

Indemnity. Seller hereby agrees to 16.1 Each Issuer shall severally indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Agent and each of the other Paying Agents against any direct losses, liabilities, claims, actions, demands or reasonable and properly documented direct costs or expenses (including, but not limited to, all reasonable and properly documented external costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing, but with respect to legal fees, the relevant Issuer will only pay the fees of one external legal counsel (if appointed) for each relevant jurisdiction, unless otherwise agreed between the parties, and in each case up to an amount that has or will have been agreed between (a) the relevant Issuer and (b) the Agent or any other Paying Agent) which it actually incurs or which is actually made against the Agent or any other Paying Agent as a result of or in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from the Agent's or the Paying Agent's own default, gross negligence or fraud or that of its officers, directors, directors or employees and agents or the breach (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding any minor or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of technical breach with no impact on the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination scope of this Agreement and the repurchase by Seller of any or all substantial undertakings of the Purchased Assetsparties under it and with no costs arising for any of the parties due to it) by it of the terms of this Agreement. 16.2 Each of the Agent and the other Paying Agents shall severally indemnify each Issuer against any direct losses, liabilities, costs, claims, actions, demands or reasonable and properly documented direct expenses (including, but not limited to, all reasonable and properly documented external costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which either of them may actually incur or which may actually be made against either of them as a result of the breach (other than any minor or technical breach with no impact on the scope of this Agreement and the substantial undertakings of the parties under it and with no costs arising for any of the parties due to it) by the Agent or any other Paying Agent of the terms of this Agreement except such as may result from the relevant Issuer's own default, gross negligence or fraud or that of its respective officers, directors or employees or the breach (other than any minor or technical breach with no impact on the scope of this Agreement and the substantial undertakings of the parties under it and with no costs arising for any of the parties due to it) by the relevant Issuer of the terms of this Agreement. 16.3 The indemnities in Subclauses 16.1 and 16.2 shall survive the termination or expiry of this Agreement. 16.4 Under no circumstances will the Issuer or any Agent, as the case may be, be liable to any Agent or the Issuer, as the case may be, or any other party to this Agreement for any consequential loss (being loss of business, goodwill or opportunity), even if advised of the possibility of such loss or damage.

Indemnity. Seller hereby agrees SECTION 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any, liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Subject to the provisions of Section 10.2(b) hereof, Tenant shall defend, indemnify Buyerand save harmless Landlord as set forth in this Lease below from and against (a) all claims against Landlord arising from the negligence of Tenant, Buyer’s designeeits contractors, Buyer’s Affiliates licensees, agents, servants, employees, invitees or visitors; (b) all claims against Landlord arising from any accident, injury or damages whatsoever caused to any person or to the property of any person and each occurring during the Term in or about the Premises, or other portions of the Property used or occupied by Tenant; (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant's agents, employees, contractors, licensees, servants, invitees or visitors; (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed; (e) the actual presence of hazardous materials on the Premises or the Property which is caused or permitted by Tenant, its officersemployees, directorscontractors, employees or invitees; (f) any environmental claim relating in any way to Tenant's operation or use of the Premises or the Property; (g) all claims arising in connection with the emission of electromagnetic radiation which is caused or permitted by Tenant or its equipment; (h) any claims arising in connection with the default or alleged default under contracts or other agreements between Tenant and agents its customers; (“Indemnified Parties”i) any and all costs and expenses that Landlord may incur in complying with any Legal Requirements necessitated by any act or failure to act by Tenant that is inconsistent with (x) the use of the Premises as a first class Mission Critical Data Center, or (y) the terms of this Lease, any and all costs and expenses that Landlord may incur in studying, assessing, containing, removing, remedying, remediating, mitigating, or otherwise responding to, the presence or release of any hazardous material at, in, on, under or from the Premises; (j) any and all costs and expenses for which Landlord may be liable to any Governmental Authority, Mortgagee or Lessor for studying, assessing, containing, removing, remedying, remediating, mitigating, or otherwise responding to, the presence or release of a hazardous material at, in, on, under, from or relating to Tenant's operations on, the Premises; and (k) any and all fines or penalties assessed, or threatened to be assessed, upon Landlord or liabilities to third parties by reason of a failure of Tenant to comply with any obligations, covenants or conditions set forth in Section 7.1. This indemnity and hold harmless agreement shall be an indemnity of Landlord, and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against any and all liabilities, obligationsobligations (including removal and remedial actions), losses, damagesclaims, suits, judgments, liabilities, penalties, actions, judgments, suits, taxes damages (including stampconsequential and Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. punitive damages), excise, sales costs and expenses (including reasonable attorneys' and consultants' fees and expenses) of any kind or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral nature incurred in or in connection with any of the transactions contemplated by this Agreement such claim or proceeding brought thereon, and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any defense thereof. SECTION 28.2 The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to this Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 28 shall survive the expiration or termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease.

Indemnity. Seller hereby agrees Indemnitors shall protect, indemnify, defend and hold the Administrative Agent, the Lenders and any successors to indemnify BuyerLenders' interest in the Property, Buyer’s designeeand any other Person who acquires any portion of the Property at a foreclosure sale or otherwise through the exercise of Lenders' rights and remedies under the Loan Documents, Buyer’s Affiliates and each of its all directors, officers, directors, employees and agents (“Indemnified Parties”) of all of the aforementioned indemnified parties, harmless from and against any and all actual or potential claims, liabilities, obligationsdamages (direct or indirect), losses, damagesfines, penalties, actions, judgments, suitsawards, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement costs and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect reasonable attorneys' fees and the Transactions shall have been repaid in fullcosts and expenses of investigation) be imposed on (collectively, "Expenses") which arise out of or asserted against any Indemnified Party relate in any way whatsoever arising out to any breach of any representation, warranty or in connection withcovenant contained herein, or relating to, this Agreement any Environmental Proceedings or any Transactions hereunder use, handling, production, transportation, disposal, release or storage of any action taken Materials of Environmental Concern in, under or omitted to be taken on the Property, whether by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Indemnitor or any other Indemnified Party. Without limiting the generality of the foregoingperson, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation: a. all foreseeable and all unforeseeable Expenses arising out of: (i) Environmental proceedings or the use, those incurred pursuant generation, storage, discharge or disposal of Materials of Environmental Concern by Indemnitors, any prior owner or operator of the Property or any person on or about the Property, unless caused by the willful misconduct, gross negligence, or bad faith of the Lenders or Administrative Agent; (ii) any residual contamination affecting any natural resource or the environment; or (iii) any exercise by the Administrative Agent or any Lender of any of their rights and remedies hereunder unless caused by the willful misconduct, gross negligence, or bad faith of the Lenders or Administrative Agent; and b. the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or detoxification of the Property and the preparation of any closure or other required plans. Indemnitors' liability to Article 25 the aforementioned indemnified parties shall arise upon the earlier to occur of (1) discovery of any Materials of Environmental Concern on, under or about the Property, or (2) the institution of any Environmental Proceedings, and Article 3 (includingnot upon the realization of loss or damage, without limitationand Indemnitors shall pay to Lenders from time to time, all Pre-Purchase Legal immediately upon request, an amount equal to such Expenses, even if as reasonably determined by the underlying prospective Transaction for which they were incurred does not take place for Administrative Agent upon submission of an invoice therefore and reasonable supporting documentation. In addition, in the event any reason) and Materials of Environmental Concern is removed, or caused to be removed from the enforcement Property, by Indemnitors, Lenders or any other person, the number assigned by the U.S. Environmental Protection Agency to such Environmental Proceedings or any similar identification shall in no event be in the name the of Administrative Agent or of the Lenders or identify the Administrative Agent or the preservation Lenders as a generator, arranger or other such designation. The foregoing indemnity shall not include Expenses arising solely from Materials of Buyer’s rights under this AgreementEnvironmental Concern which first exist on the Property following the date on which the Lenders take title to the Property, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase whether by Seller of any or all foreclosure of the Purchased AssetsMortgage, deed-in-lieu thereof or otherwise.

Indemnity. Seller hereby (a) The Pledgor agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Pledgee in such capacity and each of its officersother Secured Creditor and their respective successors, directorsassigns, employees employees, agents and agents servants (“Indemnified Parties”individually an "Indemnitee," and collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes judgments and any and all reasonable costs, expenses or disbursements (including stampreasonable attorneys' fees and expenses) (for the purposes of this Section 11 the foregoing are collectively called "expenses") of whatever kind and nature imposed on, excise, sales asserted against or other taxes that may be payable or determined to be payable with respect to incurred by any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party Indemnitees in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation this Agreement or alleged violation the enforcement of any environmental lawof the terms of, rule or regulation the preservation of any rights hereunder, or in any consumer credit lawsway relating to or arising out of the ownership, including without limitation ERISAcontrol, acceptance, possession, condition, sale or other disposition, or use of the Truth in Lending Act and/or Collateral, provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) for losses, damages or liabilities to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from extent caused by the gross negligence or willful wilful misconduct of Buyer or such Indemnitee. The Pledgor agrees that upon written notice by any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever Indemnitee of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor assertion of such account debtor a liability, obligation, damage, injury, penalty, claim, demand, action, suit or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect judgment, the Pledgor shall to the Purchased Assets extent requested to do so assume full responsibility for the defense thereof. (includingb) Collateral, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expensesfees and taxes in connection with the recording or filing of instruments and documents in public offices, even if payment or discharge of any taxes or Liens upon or in respect of the underlying prospective Transaction for which they were incurred does not take place Collateral, and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Pledgee's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any reason) , the Pledgor hereby agrees to make the maximum contribution to the payment and the enforcement or the preservation satisfaction of Buyer’s rights such obligations which is permissible under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsapplicable law.

Indemnity. Seller hereby agrees to indemnify BuyerThe Company shall indemnify, Buyer’s designeedefend and hold harmless the Bank Agent, Buyer’s Affiliates the Bank Lenders, the FF&E Agent, the FF&E Lenders, the Indenture Trustee, the Second Mortgage Notes Holders, the Insurance Advisor, the Construction Consultant, the Controlling Person, the Disbursement Agent, each of their respective affiliates and each of its their respective officers, directors, employees partners, trustees, employers, affiliates, shareholders, advisors, agents, attorneys, attorneys-in-fact, representatives and agents "controlling persons" (“Indemnified Parties”within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), (collectively, the "Indemnitees") from and against and reimburse the Indemnitees for any and all liabilitiespresent and future claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, suits, taxes reasonable costs and expenses (including stamp, excise, sales any legal or other taxes that may be payable expenses reasonably incurred by them in connection with the investigating, preparing to defend or determined defending, or providing evidence in or preparing to be payable serve or serving as witness with respect to, any lawsuits, investigations, claims or other proceedings (whether or not such Indemnitee is a formal party thereto) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee including any liability resulting from any delay or omission to pay any such tax (collectively, "Claims") arising in any manner out of the Purchased Assets, Purchased Items or Collateral or in connection with this Agreement, the Financing Documents or any other Operative Documents, the use of proceeds therefrom, the development, construction, ownership and operation of the Project the transactions contemplated by this Agreement or any other Operative Document, any other transaction related hereto or thereto of any claim, litigation, investigation or proceeding relating to any of the foregoing (regardless of whether any Indemnitee is a party hereto or thereto) including without limitation (a) any and the documents delivered all Claims arising in connection herewithwith the release or presence of any Hazardous Substances at the Site or the Project, other than incomewhether foreseeable or unforeseeable, withholding including all costs of removal and disposal of such Hazardous Substances, all reasonable costs required to be incurred in (i) determining whether the Project is in compliance and (ii) causing the Project to be in compliance, with all applicable Legal Requirements, all reasonable costs associated with claims for damages to persons or other taxes imposed upon Buyer)property, fees, and reasonable attorneys' and consultants' fees and court costs, expenses (including attorneys’ fees b) any and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever Claims arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in connection with, any preliminary or relating to, this Agreement final prospectus or any Transactions hereunder other similar disclosure document or in any amendment or supplement thereto, any omission or alleged omission to state in any preliminary or final prospectus or any action taken other similar disclosure document or omitted in any amendment or supplement thereto any material fact required to be taken by stated therein or necessary to make the statements therein not misleading or (c) any Indemnified Party under and all Claims arising in any matter out of, relating to or in connection with any of conduct by any Loan Party or their respective employees or agents or any action or failure to act undertaken by any book-running manager under the foregoing; provided, that Seller Facility Agreements at any Loan Party's request or with any Loan Party's consent. No Indemnitee shall not be liable for losses resulting any damages arising from the gross negligence use by unauthorized Persons of information or willful misconduct of Buyer other materials sent through electronic, telecommunication or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, information transmission systems that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any are intercepted by other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsPersons.