Common use of Indemnity Clause in Contracts

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges, including, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Borrower agrees to, and Seller hereby agrees to cause the Loan Parties toindemnify Buyer, indemnifyBuyer’s designee, defend Buyer’s Affiliates and hold harmless the Lender each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, taxes (including stamp, excise, sales or chargesother 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, but not limited 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, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration this Agreement or permit acquisition of any kind whatsoever, which may now Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the future foregoing; provided, that Seller shall not be undertaken, suffered, paid, awarded, assessed, liable for losses resulting from the gross negligence or otherwise incurred by the Lender (willful misconduct of Buyer or any other Person affiliated Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or respect to whom the Lender has liability or responsibility of any sort related all Purchased Assets relating to this Section 9.3) relating to, resulting from 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 (a) the use including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the Improvements for the storageaccount debtor or obligor thereunder, treatment, generation, transportation, processing, handling, production or disposal arising out of a breach by Seller of any Hazardous Substance obligation thereunder or as a landfill or other waste disposal site, (b) the presence arising out of any Hazardous Substance other agreement, indebtedness or a Release liability at any time owing to or the threat in favor of a Release of any Hazardous Substance on, at such account debtor or obligor or its successors from the Improvements, (c) the failure Seller. Seller also agrees to promptly undertake reimburse Buyer as and diligently pursue to completion when billed by Buyer for all reasonably appropriate or legally required investigative, containment, removal, clean up Buyer’s reasonable costs and other remedial actions out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, Purchased Assets (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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, 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 sums which reason) and the Lender deems necessary enforcement or desirable to expend to protect 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 Lienscounsel. 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. The Borrower hereby agrees to: (i) pay to the Bank on demand, all costs (including legal and agrees litigation costs and expenses on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses which the Bank may be put to cause or suffer or incur in connection with the Loan Parties toGoods and / or the documents of title to Goods covered by the LCs including for re-shipment thereof for any reason whatsoever, indemnifyor in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever. (ii) indemnify and keep fully indemnified and save the Bank against: (a) any claim, defend loss or damage, costs, charges and hold harmless expenses including litigation expenses whatsoever which may be brought or made against or sustained or incurred by the Lender Bank (and whether paid by the Bank or not) or which the Bank may become liable under or in respect of the LCs; (b) action or proceedings made or brought against the Bank, its correspondents or confirming banks or agents; (c) any liability or loss incurred or suffered by it, its correspondents or confirming banks or agents by reason of it having established the LCs; (d) every payment made, obligation, liability, loss and damage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by the Bank (whether directly or indirectly) under or in connection with and / or arising from and all or any or some of such LCs; and (e) against any and all liabilitiesliability, claimsloss, damages, penalties, expenditures, losses costs and expenses (including legal expenses) awarded against or charges, including, but not limited to, all costs incurred or paid by the Bank as a result 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 (or any other Person affiliated connection with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Bank making payment to the extent Suppliers, under the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeLCs, without limitation, any sums which the Lender deems necessary deducting tax in India whether or desirable to expend to protect its Liensnot such payment attracts withholding tax in India or requires due certification by a qualified accountant.

Indemnity. Borrower In addition to the payment of expenses pursuant to Section 11.1, whether or not the transactions contemplated hereby shall be consummated, each Note Party agrees toto indemnify, pay and hold Agent, each Purchaser, and agrees the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Purchaser, to cause evaluate or monitor the Loan Parties toCollateral, indemnifyAffiliates and attorneys of Agent, defend each Purchaser and hold such holders (collectively called the “Indemnitees”) harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, which administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against that Indemnitee, in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or the other Note Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Purchaser, Agent’s and each Purchaser’s agreement to purchase the Notes hereunder, the use or intended use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal proceeds of any Hazardous Substance of the Notes or as a landfill or other waste disposal site, (b) the presence exercise of any right or remedy hereunder or under the other Note Documents, including, without limitation any actual or alleged presence or release of Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at Materials on or from any property owned, occupied or operated by the ImprovementsBorrower or any of its Subsidiaries, or any environmental liability related in any way to the Borrower or any of its Subsidiaries or any of their respective properties (c) the failure “Indemnified Liabilities”); provided that no Note Party shall have any obligation to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions any Indemnitee hereunder with respect to a Release or the threat of a Release of any Hazardous Substance on, at or Indemnified Liabilities arising from the Improvementsgross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction. For the avoidance of doubt, this Section 11.2 shall not apply with respect to Charges (dwhich, solely for the purpose of this Section 11.2, shall include Excluded Taxes) human exposure other than Charges that represent losses, liabilities, damages, etc. with respect to any Hazardous Substance, noises, vibrations or nuisances of whatever kind indemnity payments on a non-Charge claim. Payments under this Section 11.2 shall be made by the Borrower to the extent Agent for the same arise from the condition benefit of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensrelevant Indemnitee.

Indemnity. Borrower agrees to, and Each of the Borrowers further agrees to cause the Loan Parties todefend, protect, indemnify, defend and hold harmless the Lender Global Administrative Agent, the Arrangers, each and all of the Lenders, and each of their respective Affiliates, and each of such Person’s respective officers, directors, 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 “Indemnitees”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, costs, expenses of any kind or charges, nature whatsoever (including, but without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not limited tosuch Indemnitees shall be designated a party thereto), all imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of: (i) this Agreement, the other Loan Documents, or any act, event or transaction related or attendant thereto, the making of the Loans hereunder, the management of such Loans or the use or 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 the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, monitoringfeasibility or remedial action studies), legal representationfines, remedial responsepenalties and monetary sanctions, removalinterest, restoration direct or permit acquisition indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any kind whatsoever, which may now Environmental Law arising from or in connection with the past, present or future operations of the Companies, their 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-containing materials at any respective Property of the Companies or their Subsidiaries or the Release or 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 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 material breach of its obligations under this Agreement, in each case as determined by the final non-appealable judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be undertakenunenforceable because it is violative of any law or public policy, sufferedthe Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, paid, awarded, assessed, or otherwise to the payment and satisfaction of all Indemnified Matters incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitees.

Indemnity. Borrower agrees to, (a) Each Credit Party that is a signatory hereto shall jointly and agrees to cause the Loan Parties to, indemnify, defend severally indemnify and hold harmless the Lender each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all liabilitiessuits, actions, proceedings, claims, damages, penaltieslosses, expenditures, losses or charges, including, but not limited to, all liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigationinvestigation or defense, monitoring, legal representation, remedial response, removal, restoration including those incurred upon any appeal) that may be instituted or permit acquisition of any kind whatsoever, which may now asserted against or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by any such Indemnified Person as the Lender (result of credit having been extended, suspended or any terminated under this Agreement and the other Person affiliated Loan Documents and the administration of such credit, and in connection with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (a) the use transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Improvements Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the storageextent that any such suit, treatmentaction, generationproceeding, transportationclaim, processingdamage, handlingloss, production liability or disposal 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 Hazardous Substance or as a landfill or other waste disposal sitematter 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 presence of LIBOR Rate option on the terms provided herein, if (i) any Hazardous Substance LIBOR Loans are repaid in whole or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 in part prior to the extent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation last day of any applicable Environmental LawLIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, (f) non-compliance with any Environmental Permit by operation of law or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.otherwise);

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend Tenant shall indemnify and hold harmless the Lender Landlord from and against any and all liabilitiesclaims arising from Tenant's (or Tenant's agents', claimsservants', damagesemployees' or contractors') use or occupancy of the Premises, penaltiesor from the conduct of Tenant's business or from any activity, expenditureswork or things done, losses permitted or chargessuffered by Tenant (or Tenant's agent, includingservants, but not limited to, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all costs of investigation, monitoring, legal representation, remedial response, removal, restoration claims arising from any breach or permit acquisition default in the performance of any kind whatsoeverobligation on Tenant's part to be performed under the terms of this Lease, which may now 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 future be undertakendefense 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, sufferedTenant (upon notice from Landlord) shall defend the same at Tenant's expense, paidby counsel satisfactory to Landlord. For valuable, awardedsufficient consideration, assessedTenant, 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 otherwise incurred damage to persons or property, and any and all claims or actions brought by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestperson, firm, governmental body, or with a claim on the Lender other entity, including reasonable legal fees and expenses, alleging or to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out from or in connection with contamination of (a) or adverse affects on the use of Premises, the Improvements for the storageenvironment, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities incurred by under this Paragraph shall survive the Lender term(s) of this Lease, termination of this Lease or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which termination of Tenant's occupancy of the Lender deems necessary or desirable to expend to protect its LiensReal Property.

Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to, and hereby agrees to cause the Loan Parties to, indemnify, defend pay and hold harmless the Lender, its Affiliates and their respective shareholders, officers, directors, employees and agents of the Lender (collectively, the “Indemnified Parties”), harmless from and against any and all claims, liabilities, claimslosses, damages, penalties, expenditures, losses costs and expenses (whether or chargesnot any of the foregoing Persons is a party to any litigation), including, but not limited towithout limitation, all attorneys’ fees and costs and costs of investigation, monitoringdocument production, 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, assessedattendance at a deposition, or otherwise incurred by the Lender (or any other Person affiliated discovery, with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or respect to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of this Agreement or the other Loan Documents or any use of proceeds hereunder, or any exercise by the Lender of its rights and remedies under this Agreement or, any other Loan Document, or any claim, demand, action or cause of action being asserted against any Loan Party, including without limitation with respect to violation of any Environmental Law or other Law (acollectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of any such Persons or its employees or representatives or (ii) any breach in bad faith by such Indemnified Party of any Loan Document. No Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim based 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 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 Improvements for proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnified Party hereby waives, releases and covenants not to ▇▇▇ 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. This covenant shall survive termination of this Agreement and the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 payment of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensObligations.

Indemnity. Borrower agrees toa) In any threatened, pending or completed action, suit, or proceeding to which Collateral Subadvisor, its shareholders, officers, directors, employees or associated persons (collectively, “its affiliates”) 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 loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it 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 Fund, and provided that its conduct does not constitute willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or 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 best interests of the Fund. b) Expenses incurred in defending a threatened or pending civil, 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 cause the Loan Parties to, indemnify, defend and hold harmless the Lender Fund, Manager and Manager’s members, officers, directors, employees or associated persons (collectively, “its affiliates”) against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates by reason of any act or omission of Collateral Subadvisor relating to the Fund (including costs and expenses 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 Collateral Subadvisor in the performance of 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 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 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 against with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between the Fund and/or Manager and all liabilitiesany party other than Collateral Subadvisor which claim, claimsdispute or litigation is unrelated to Collateral Subadvisor’s duties under this Agreement, damagesand if Collateral Subadvisor is made a party to such claim, penaltiesdispute or litigation by such other party, expendituresthe Fund and/or Manager, losses jointly and severally, shall defend any actions brought in connection therewith on behalf of Collateral Subadvisor or chargesits principals, includingeach of whom agree to cooperate in such defense and the Fund and/or Manager, but not limited tojointly and severally, all costs shall indemnify and hold harmless Collateral Subadvisor and its affiliates from and with respect to any amounts awarded to such other party. Notwithstanding any other provision of investigationthis subsection (e), monitoringif, in any claim as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim and shall be indemnified by the indemnifying party for any legal representationor any other expenses reasonably incurred in connection with investigating or defending such claim. f) None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, remedial responseconfessions of judgment or settlements entered into by the Indemnitee without the prior consent of the Indemnitor; provided, removalhowever, restoration 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 permit acquisition regulatory determination with respect to reimbursement by the Indemnitor of any kind whatsoeverloss, which may now liability, damage, cost or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Lender (or any other Person affiliated Indemnitee in connection with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 such settlement to the extent such loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or resulted from a material violation of this Agreement by the same arise from the condition Indemnitor or violation of the Improvements standard of conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any matters, and if the Indemnitor successfully negotiates a settlement and tenders payment therefor to the 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 ownership, use, operation, sale, transfer or conveyance thereof, (eIndemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement. g) a violation 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 Fund to Collateral Subadvisor shall be inapplicable in the event of any applicable Environmental Lawliability accruing to the extent, (f) non-compliance with any Environmental Permit if any, caused by or (g) a material misrepresentation based upon Collateral Subadvisor’s misrepresentations, omissions or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower warranty in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Borrower agrees to, and Vendor hereby agrees to cause the Loan Parties torelease, indemnifyIndemnify, defend and hold Buyer, its subsidiaries, affiliates and shareholders, and all of their respective officers, directors, members, employees, agents, successors and assigns (collectively referred to as the "Buyer Indemnitees") harmless the Lender from and against any and all losses, liabilities, claims, damages, penaltiescosts, expendituresand expenses resulting or arising (directly or indirectly) from (a) infringement or alleged infringement of any United States or foreign patent or any other intellectual property right by the services provided hereunder or by any of the goods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of or injuries to any persons whomsoever, losses and for loss of, damage to delay in delivery or chargesdestruction of any property arising out of or in any way connected with the services performed or goods sold hereunder, except only to the extent such loss is caused solely by the gross negligence or willful misconduct of any Buyer Indemnitee. Promptly on a Buyer Indemnitee's request Vendor will defend the Buyer Indemnitees against such claims, actions, proceedings and litigation and further pay any and all such losses, liabilities, costs, and expenses arising from any such claim, demand, action, proceeding, litigation, or settlement relating thereto. In no event shall the Parties be liable to the other Party or any third party for any indirect, incidental, or consequential, punitive, or any other damages of any kind including, but not limited to, all costs business interruption, loss of investigationcustomers, monitoringloss of data, legal representationloss of or damage to reputation or goodwill, remedial response, removal, restoration loss or permit acquisition of any kind whatsoever, which may now liability under or in relation to any other contract, lost revenues, profits, opportunity or anticipated savings and any indirect or consequential loss or damage, for any matter arising out or in connection with the future be undertakenperformance or non-performance of the Agreement, sufferedwhether such liability is asserted on the basis of contract, paidtort, awardedproducts liability, assessednegligence, statute or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestlaw, or with even if a claim on the Lender or to whom the Lender Party has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) the use been advised of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal possibility of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch damages.

Indemnity. Borrower agrees toIn addition to the payment of expenses pursuant to subsection 10.2, and whether or not the transactions contemplated hereby shall be consummated, Company agrees to cause the Loan Parties todefend, indemnify, defend pay and hold harmless Agents and Lenders, and the Lender officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including, which without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release this Agreement or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Loan Documents or the threat of a Release of any Hazardous Substance on, at transactions contemplated hereby or from the Improvements, thereby (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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any sums which of the Lender deems necessary Loans or desirable 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 that Company shall not have any obligation to expend any Indemnitee hereunder with respect to protect its Liensany 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 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 of them.

Indemnity. Borrower agrees to(a) Seller shall release, and agrees to cause the Loan Parties todefend, indemnify, defend indemnify and hold harmless Buyer, Affiliates of Buyer and its and their respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Person” and collectively the Lender “Indemnified Persons”), against, and shall hold each Indemnified Person harmless from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or judgments, suits, fees, costs, expenses (including reasonable legal fees, charges, includingand disbursements of any counsel for any such Indemnified Person and expenses), but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration penalties or permit acquisition fines of any kind whatsoeverthat may be imposed on, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by or asserted against any such Indemnified Person (collectively, the Lender (or “Indemnified Amounts”) in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3) way relating to, arising out of or resulting from or arising out of in connection with (ai) the use Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or related property, or any action taken or omitted to be taken by any Indemnified Person in connection with or under any of the Improvements for the storageforegoing, treatmentor any transaction contemplated hereby or thereby, generationor any amendment, transportationsupplement or modification of, processing, handling, production or disposal any waiver or consent under or in respect of any Hazardous Substance Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document, or as any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor or lessee with respect to a landfill Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other waste disposal siteproperty in respect of any Mortgaged Property or Purchased Asset, (bix) 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 Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Hazardous Substance or a Release or the threat Materials of a Release of any Hazardous Substance Environmental Concern in, on, at within, above, under, near, affecting or emanating from the Improvementsany Mortgaged Property in violation of Environmental Law, (c3) the failure to promptly undertake and diligently pursue timely perform any Remedial Work required under the Purchased Asset Documents or pursuant 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f4) non-compliance any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Permit Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (g7) a material any misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by Borrower a court of competent jurisdiction pursuant to a final, non-appealable judgment. In any suit, proceeding or action brought by an Indemnified Person in this Agreementconnection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor 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 Underlying Obligor from Seller. Such costs In the case of an investigation, litigation or other liabilities incurred by proceeding to which the Lender or other Person described indemnity in this Section 9.3 13.01 applies, such indemnity shall be deemed effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to includeTaxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) If for any reason the indemnification provided in this Section 13.01 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Seller on the other hand, the relative fault of such Indemnified Person, and any other relevant equitable considerations. (c) An Indemnified Person may at any time send Seller a notice showing the calculation of Indemnified Amounts, and Seller shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Seller receives such notice. The obligations of Seller under this Section 13.01 shall apply (without limitation, any sums which duplication) to Eligible Assignees and Participants and survive the Lender deems necessary or desirable to expend to protect its Lienstermination of this Agreement.

Indemnity. 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, and agrees to cause the Loan Parties to, indemnify, defend exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargescauses of action, includingjudgments, but not limited tosuits, all costs of investigationclaims, monitoringcosts, legal representationexpenses, remedial response, removal, restoration or permit acquisition and disbursements of any kind whatsoeveror nature whatsoever (including, which may now or the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in the future be undertakenconnection with any investigation, suffered, paid, awarded, assessedadministrative, or otherwise judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestby, or with a claim on the Lender or asserted against such Indemnitee, in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or any other Loan Document, the use or intended use of the Improvements for proceeds of the storageLoans or the consummation of the transactions contemplated by this Agreement, treatment, generation, transportation, processing, handling, production including any matter relating to or disposal arising out of the filing or recordation of any Hazardous Substance of the Loan Documents which filing or as a landfill or other waste disposal siterecordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance onhowever, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions that no Borrower shall be liable 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 Indemnified Liabilities to the extent the same arise such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the condition gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation Indemnified Liabilities that is permissible under applicable law. The obligations 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in Borrowers under this Section 9.3 8.2 shall be deemed to include, without limitation, any sums which survive the Lender deems necessary or desirable to expend to protect its Lienstermination of this Agreement and the payment in full of the Obligations.

Indemnity. Borrower agrees to, (a) The Optionee shall and agrees to cause does hereby indemnify and save the Loan Parties to, indemnify, defend and hold Optionor harmless the Lender from and against any and all losses, liabilities, claims, demands, damages, penaltiesexpenses, expendituressuits, losses injury or chargesdeath 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, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or obligations and liabilities arising out of or related to: 1. the disturbance or contamination of land, water (aabove or below surface) or the use 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 Improvements for Property and the storagecare and monitoring of the Property, treatment, generation, transportation, processing, handling, production or disposal and the posting and maintaining of any Hazardous Substance or as a landfill bonds or other waste disposal site, financial assurances required in connection therewith. (b) Each party hereto shall indemnify and save harmless the presence other, as well as its officers, directors and shareholders, from and against any and all claims, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses, of any Hazardous Substance nature or a Release kind whatsoever (collectively, the “Claims”), arising by virtue or the threat of a Release in respect of any Hazardous Substance onbreach of covenant contained herein or failure to comply with any provision herein, at or from the Improvementsany inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any matter set out herein, and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses related or incidental thereto. (c) Notwithstanding any other provision of this Agreement and any termination of this Agreement, the failure indemnities provided herein shall remain in full force and effect until all possible liabilities of the persons indemnified thereby are extinguished by the operation of law and will not be limited to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and affected by any other remedial actions with respect to a Release or the threat of a Release of indemnity obtained by such indemnified persons from any Hazardous Substance on, at or from the Improvements, other person. (d) human exposure to any Hazardous Substance, noises, vibrations No investigation made by or nuisances on behalf of whatever kind to the extent the same arise from the condition either of the Improvements parties hereto at any time shall have the effect of waiving, diminishing the scope of or the ownershipotherwise affecting any representation, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in this Agreement. Such costs whole or in part, shall operate as a waiver of any other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienscondition herein.

Indemnity. Borrower agrees to(a) Except with respect to third party claims the subject of this Section, neither Party shall be liable to the other in contract, 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 hold 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 students (“the Indemnitees”) harmless as against any claims, demands, damages, judgments, fees (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, fees (including reasonable attorneys fees), expenses, or other costs to the extent that the same are determined to be the result of the willful misconduct of ST. JUDE, the American Lebanese Syrian Associated Charities, Inc., their present and former trustees, directors, governors, officers, agents, faculty, employees or students Practice of the Patent 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, shall be considered AMT’s practice of said Patent Rights for purposes of this Section. The obligation of AMT to defend, indemnify and hold harmless as set out in this Section shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and agrees shall not be limited by any other limitation of liability elsewhere in this Agreement. (c) In the event that it is ultimately determined that AMT is not obligated to cause the Loan Parties to, indemnify, defend and hold harmless the Lender from and 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 liabilities, claims, damages, penalties, expenditures, losses or charges, including, 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 and expenses (including lawyers’ fees) incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions AMT in its defense 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitees.

Indemnity. Borrower agrees toThe Borrowers agree, jointly and agrees severally, to cause the Loan Parties todefend, indemnifyprotect, defend indemnify and hold harmless the Lender and each and all of its officers, directors, employees, attorneys, affiliates, and agents (“Indemnified Parties”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, costs, expenses and disbursements of any kind or chargesnature whatsoever (including, without limitation, 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 be designated by a party thereto, or otherwise), which may be imposed 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, but not limited towithout limitation, all costs of investigationsecurities, monitoringenvironmental and commercial laws and regulations, legal representation, remedial response, removal, restoration under common law or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessedat equitable cause, or otherwise incurred by the Lender (on contract or otherwise) in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or the use other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, Loan (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums 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 Lender deems necessary payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or desirable expense incurred by the Indemnified Parties shall be paid to expend 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 protect its Liensthe Liabilities, and be secured by the Collateral and the Real Property. 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.

Indemnity. Borrower agrees toTo the fullest extent permitted by law, Vessel Owner shall indemnify, defend (with counsel satisfactory to City) and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and agrees employees (collectively, the “Indemnified Parties”) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to cause property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, administrative orders of any nature, fines, penalties, liabilities, costs and expenses (including, without limitation, 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 this Agreement (including the Loan Parties tonegligent 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 any of them or for whose acts they may be liable or any or all of them) and the following: (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 Lender 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 and against any and all liabilities, claims, damages, penalties, expenditures, losses Claim arising from the sole negligence or charges, including, but not limited to, all costs willful misconduct of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim action on the Lender or to whom enforce the Lender has liability or responsibility terms of any sort related to this Section 9.3) relating to, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred 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 the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensVessel Owner.

Indemnity. Borrower agrees toWithout duplication of any amounts payable under any other similar indemnity provision set forth in the Loan Agreement or any other Loan Documents, the Pledgor shall: (i) pay all out-of-pocket costs and expenses of the Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, and agrees to cause enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the Loan Parties to, indemnify, defend reasonable fees and disbursements of counsel for the Pledgee); (ii) pay and hold the Pledgee and the Bank Product Providers harmless the Lender from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee and the Bank Product Providers harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes, charges or levies; and (iii) indemnify the Pledgee and each of the Bank Product Providers, and each of their respective officers, directors, shareholders, employees, representatives and agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, damagesobligations, suits, penalties, expendituresjudgments, losses damages or charges, including, 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 expenses incurred by the Lender or asserted against any of them (whether or not any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with of them is designated a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3party thereto) relating to, resulting from or arising out of or by reason of this Agreement or any transaction contemplated hereby (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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums investigation, litigation or other proceeding related to this Agreement), including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding. Notwithstanding anything in this Agreement to the contrary, the Pledgor shall not be responsible to the Pledgee or any Bank Product Provider for any costs, losses, damages, liabilities or expenses which result from the Lender deems necessary gross negligence or desirable to expend to protect its Lienswillful misconduct on the part of such Pledgee or any Bank Product Provider. The Pledgor's obligations under this Section shall survive any termination of this Agreement.

Indemnity. Borrower agrees toEach Loan Party shall indemnify Agent, each Lender and agrees to cause the Loan Parties toeach of their respective officers, indemnifydirectors, defend Affiliates, attorneys, employees and hold harmless the Lender agents (each an “Indemnitee”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited tocosts, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including reasonable fees and disbursements of counsel) (collectively, “Losses”) which may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred asserted against any Indemnitee in any claim, litigation, proceeding or investigation instituted or conducted by the Lender (any Governmental Body or instrumentality or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestrespect to any aspect of, or with any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a claim party thereto, except to the extent that any of the foregoing arises out of the gross negligence, bad faith or willful misconduct of the Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, each Loan Party shall indemnify each Indemnitee from and against all Losses, suffered or incurred by any Indemnitee under or on the Lender or to whom the Lender has liability or responsibility account of any sort related to this Section 9.3) relating toEnvironmental Laws, resulting from or arising out of (a) including the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal assertion of any Lien thereunder, with respect to any Hazardous Substance or as a landfill or other waste disposal siteDischarge, (b) the presence of any Hazardous Substance Substances affecting the Real Property, whether or a Release not the same originates or emerges from the threat Real Property or any contiguous real estate, except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of a Release Agent or any Lender. Each Loan Party’s indemnity obligations shall arise upon the discovery of the presence of any material Hazardous Substances in violation of Applicable Laws at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensSubstances.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, shall indemnify, defend and hold harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, which administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than breakage costs, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the asserted against Lender (or in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (i) any breach by Borrower or 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 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 “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of 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 obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as Loan is included in a landfill or other waste disposal siteSecuritization Vehicle, (b) the presence of any Hazardous Substance Indemnified Liability is caused by the Securitization Vehicle failing to have, or a Release maintain its, REMIC or the threat of a Release of any Hazardous Substance onGrantor Trust status, at or from the Improvementsas applicable, and (c) the reason for such failure to promptly undertake and diligently pursue to completion all reasonably appropriate is other than a breach by Borrower or legally required investigativeLeasehold Pledgor of its Obligations under, containmentor any material misrepresentation by Borrower or Leasehold Pledgor contained in, removal, clean up and other remedial actions with respect to a Release this Agreement 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensLoan Documents.

Indemnity. Borrower agrees to, The Redeveloper indemnifies and agrees to cause the Loan Parties to, indemnifyprotect, defend and hold harmless the Lender Authority and the Authority’s commissioners, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all liabilitiesclaims, claimsdemands, losses, damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, expenditures, losses or charges, includingadministrative and judicial proceedings and orders, but not limited tojudgments, all costs causes of investigation, monitoring, legal representationaction, remedial response, removal, restoration or permit acquisition action requirements and/or enforcement actions of any kind whatsoever(including, which may now without limitation, attorney’s fees and court or in the future be undertaken, suffered, paid, awarded, assessed, similar costs) directly or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or indirectly arising out of or attributable to in whole or in part: (a) the use material inaccuracy of any representation or the material breach of any representation, covenant or warranty of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, Redeveloper contained in this Contract; (b) the presence Redeveloper’s acquisition, ownership or use of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from Property and the Project Improvements, unless caused by the gross negligence or willful misconduct of the Authority; (c) the failure on the part of the Redeveloper to promptly undertake and diligently pursue perform, observe and/or comply with any covenant, obligation or duty to completion all reasonably appropriate be performed, observed and/or complied with by the Redeveloper pursuant to the terms of this Contract or legally required investigative, containment, removal, clean up and any other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, Transaction Document; (d) human exposure to any Hazardous Substancecondition of, noises, vibrations on or nuisances of whatever kind to in the extent Property or the same arise from the condition Project Improvements or any part thereof caused by any act or omission of the Improvements Redeveloper or the ownershipRedeveloper’s agents, usecontractors, operationsubcontractors, saleservants, transfer employees, members, officers, directors, licensees or conveyance thereof, invitees or any other person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law; (e) a violation the performance or non-performance of any applicable Environmental LawTransaction Document, contract, agreement, obligation or undertaking entered into by the Redeveloper (whether as the agent of the Authority or otherwise) in connection with all or any part of the Project; and/or (f) non-compliance with any Environmental Permit act or (g) a material misrepresentation omission of the Redeveloper or inaccuracy in any representation of the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or warranty invitees or a material breach of any other person or failure entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensApplicable Law.

Indemnity. Borrower agrees toEach Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Notes Collateral Agent and the Secured Parties, and agrees to cause the Loan Parties totheir respective successors, indemnifyassigns, defend agents and hold harmless the Lender employees (each, and “Indemnitee”), from and against any and all liabilities, claims, damages, penalties, expendituressuits and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, losses or charges, including, but not limited to, all costs charges and disbursements of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition any counsel for any Indemnitee) of any kind whatsoeverand nature (including, which may now without limitation, all expenses of litigation or in preparation therefor whether or not the future be undertakenNotes Collateral Agent or any Secured Party is a party thereto) imposed on, suffered, paid, awarded, assessedincurred by or asserted against the Notes Collateral Agent or the Secured Parties, or otherwise incurred by the Lender (or their respective successors, assigns, agents and employees, in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or way relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) the use of the Improvements for the storagethis Security Agreement, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance onmanufacture, at or from the Improvementspurchase, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigativeacceptance, containmentrejection, removalownership, clean up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance ondelivery, at or from the Improvementslease, (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 Improvements or the ownershippossession, use, operation, condition, sale, transfer return or conveyance thereof, (e) a violation other disposition of any applicable Environmental Law, Collateral (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, latent and other defects, whether or not discoverable by the Notes Collateral Agent or the Secured Parties or any sums which Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the Lender deems necessary extent that such losses, claims, damages, liabilities or desirable related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to expend have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 8.16 shall not apply with respect to protect its LiensTaxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnity. Borrower agrees to, and (i) The Mortgagor agrees to cause the Loan Parties to, indemnify, defend pay and hold harmless the Lender Mortgagee and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, suits, claims, costs (including, but not limited towithout limitation, all costs of investigationsettlement costs), monitoring, legal representation, remedial response, removal, restoration expenses or permit acquisition disbursements of any kind whatsoeveror nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may now or in the future be undertakenimposed on, suffered, paid, awarded, assessed, or otherwise incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Lender (Indenture, the Notes, any other Collateral Document or any other Person affiliated with document evidencing the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of Secured Obligations (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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums 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 the Mortgagor shall 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 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 Lender deems necessary payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or desirable to expend to protect its Liensany of them.

Indemnity. Borrower agrees toThe Grantee must indemnify and keep the Trust and its agents, employees and agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender from and against any and officers indemnified against: (a) all liabilities, claimscosts, damages, penalties, expenditures, losses or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which damages and expenses relating to the Project that may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender Trust or its agents, employees or officers (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, liability or damages arising from environmental damage) as a consequence of any sums which negligent or wrongful act or omission of the Lender deems necessary Grantee or desirable of any agent, employee, contractor, associate or officer of the Grantee; and (b) unless otherwise agreed in writing between the parties, all liabilities, costs, damages and expenses that may be incurred by the Trust or its agents, employees or officers (including, without limitation, 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 expend paragraphs (a) and (b), all legal costs (on a solicitor/solicitor basis) and other costs incurred in defending any action or claim relating to protect the Project brought against the Trust or its Liensagents, employees or officers as a consequence of any act or omission, or alleged negligent or wrongful act or omission of the Grantee 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. Borrower agrees toWhether or not the transactions contemplated hereby shall be consummated, and each Company agrees to cause the Loan Parties to, indemnify, defend pay and hold harmless the Agent and each Lender and any subsequent holder of 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 (collectively called the "Indemnitees") from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, administrative or judicial proceeding, 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 than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or 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 in the future be undertakenpreviously owned, suffered, paid, awarded, assessed, leased or otherwise incurred operated by the Lender (such Company or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of its Subsidiaries of any sort related to this Section 9.3Hazardous Materials or any Hazardous Materials Contamination, (B) relating to, resulting from or arising out of or relating to the offsite disposal of any materials generated or present on any such property or (aC) 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 Improvements for proceeds of the storageNotes, treatmentthe Letters of Credit and the Lender Interest, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure except that such Company shall have no obligation hereunder to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions an Indemnitee with respect to a Release or the threat of a Release of any Hazardous Substance on, at or liability resulting from the Improvementsgross negligence or wilful misconduct of such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, (d) human exposure each Company shall contribute the maximum portion which it is permitted to any Hazardous Substance, noises, vibrations or nuisances of whatever kind pay and satisfy under applicable law to the extent the same arise from the condition payment and satisfaction of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other all such indemnified liabilities incurred by the Lender Indemnitees or any of them. Without limiting the generality of any provision of this Section, to the fullest extent permitted by law, each Company hereby waives all rights for contribution or any other Person described in this Section 9.3 shall be deemed rights of recovery with respect to includeliabilities, without limitationlosses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitee.

Indemnity. Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 24, the Borrower agrees to, and agrees to cause the Loan Parties toshall defend, indemnify, defend pay and hold harmless harmless, the Lender and its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, employees, counsel, accountants, investors, financial advisors, agents, consultants and other advisors (each, an “Indemnitee”), 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, claimsobligations, losses, damages (including natural resource damages), penalties, expendituresclaims, losses or chargescosts, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, which 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 indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of this Secured Note or the transactions contemplated hereby (a) including the Lender’s agreement to make a loan or the use or intended use of the Improvements for proceeds thereof, or any enforcement of this Secured Note), 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 storage, treatment, generation, transportation, processing, handling, production or disposal of Borrower shall have no obligation to any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions Indemnitee hereunder 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 foregoing to the extent the same arise arising from the condition gross negligence or willful misconduct of that Indemnitee as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding any contrary provision in this Secured Note, the obligation of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance Borrower with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure respect to perform any covenant made each indemnity given by Borrower them in this Agreement. Such costs Secured Note shall survive the Maturity Date, the payment in full of the Obligations, or other liabilities incurred by conversion to Common Stock, and the Lender or other Person described in termination of this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensSecured Note.

Indemnity. The Borrower agrees toshall indemnify the Lender, the Lender’s Affiliates, and agrees to cause the Loan Parties torespective partners, indemnifydirectors, defend officers, employees, agents, trustees, administrators, managers, advisors and representatives of the Lender and its Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Lender from and against from, any and all liabilitieslosses, claims, damages, penaltiesliabilities and related expenses (including the reasonable and documented fees, expenditures, losses or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition charges and disbursements of any kind whatsoeveroutside counsel for any Indemnitee, which may now incurred by or asserted against any Indemnitee arising out of, in the future be undertaken, suffered, paid, awarded, assessedconnection with, or otherwise incurred as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the Lender 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 of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behesttheory, or with brought by a claim on the Lender or to whom the Lender has liability or responsibility third party and regardless of whether any sort related to this Section 9.3) relating toIndemnitee is a party thereto; provided that such indemnity shall not, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 SubstanceIndemnitee, noises, vibrations or nuisances of whatever kind be available to the extent the same arise that 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 condition gross negligence or willful misconduct of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation such Indemnitee. This indemnity shall survive termination 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred Amounts payable by the Lender or other Person described in Borrower under this Section 9.3 15(e) shall be deemed to include, without limitation, any sums paid within ten (10) days from the date on which the Lender deems necessary or desirable to expend to protect its Liensmakes written demand therefor.

Indemnity. Borrower agrees to, and hereby agrees to cause the Loan Parties to, indemnify, defend and hold harmless Lender and its successors and assigns and the respective agents, affiliates, officers, directors and employees of Lender and its successors and assigns from and against any and all liabilities, claims, damageslosses, penaltiesdemands, expendituresactions, losses causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses and costs and expenses reasonably incurred in investigating, preparing or chargesdefending against any litigation or claim, includingaction, but not limited tosuit, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration proceeding or permit acquisition demand of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3character) relating to, resulting from or arising out of or resulting from: (a) the Loan Documents (including the enforcement thereof), except 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 any Applicable Environmental Law, (c) any act, omission, event or circumstance resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Improvements 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 Oil and Gas Properties (whether or not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the alleged liability is attributable to the handling, storage, treatment, generation, transportation, processing, handling, production removal or disposal of any Hazardous Substance such substance, waste or as a landfill material or other waste disposal site, (b) the mere presence of any Hazardous Substance such substance, waste or a Release material on the Oil and Gas Properties), for which Lender may have liability due to the making of the Loan, the granting of the Security Documents, the exercise of Lender’s rights under the Loan Documents or the threat of a Release of any Hazardous Substance onOtherwise. WITHOUT LIMITATION, at or from the ImprovementsIT 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 (cINCLUDING REASONABLE ATTORNEYS’ FEES) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigativeWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, 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 such indemnities shall not apply to any Hazardous Substance, noises, vibrations or nuisances of whatever kind particular indemnified party (but shall apply to the other indemnified parties) to the extent the same arise from the condition subject of the Improvements indemnification is caused by or arises out of the ownershipgross negligence, usebad faith or willful misconduct of such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or upon the release, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs foreclosure or other liabilities incurred by termination of the Lender Security Documents, but will survive the Maturity Date, foreclosure of the Security Documents or conveyances in lieu of foreclosure, and the repayment of the Loan and the discharge and release of the Security Documents and the other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which documents evidencing and/or securing the Lender deems necessary or desirable to expend to protect its LiensLoan.

Indemnity. Borrower agrees to, and Licensee hereby agrees to cause the Loan Parties to, indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the Lender “Indemnitees”) from and against any and all liabilitiesclaims, claimssuits, actions, damages, penalties, expendituresliabilities, losses or chargesand other expenses, includingincluding without limitation reasonable attorney’s fees, but not limited to, all expert witness fees and 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 Indemnitees (collectively, “Losses”), with respect to any third party claim, whether or any not a lawsuit or other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestproceeding is filed (collectively “Claim”), or 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, resulting from or arising 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 Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, Licensed Materials; (b) alleged defects or other problems with any of the presence of Licensed Products manufactured, sold or distributed by Licensee or any Hazardous Substance Sublicensee, including without limitation any personal injuries, death or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, property damages related thereto; (c) the 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 with 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 intellectual or industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to promptly undertake and diligently pursue comply with any applicable laws, rules or regulations in connection with the exercise of its rights or the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to completion the extent the applicable third party’s Claims arising out of or relating to the actions referenced above in sub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or agreement made by TSRI in this Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or suits against any Indemnitee that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all reasonably appropriate liability, or legally required investigative(iii) acknowledges fault by an Indemnitee, containment, removal, clean up and other remedial actions without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to a Release 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 of their reasonable and documented attorney’s fees, costs and damages incurred in settling or the threat of a Release defending such Claims within thirty (30) days after receipt of any Hazardous Substance on, at or invoice therefor 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreementsuch Indemnitee. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 This indemnity shall be deemed a direct payment obligation and not merely a reimbursement obligation of Licensee to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitees.

Indemnity. Borrower (1) The Company (the “Indemnitor”) hereby agrees toto indemnify and hold the Underwriters and each of their subsidiaries and affiliates, and agrees each of their directors, officers, employees, shareholders and agents (hereinafter referred to cause as the Loan Parties to“Personnel” and, indemnify, defend and hold together with the Underwriters the “Indemnified Parties”) harmless the Lender from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, penaltiesliabilities or actions arise out of or are based, expendituresdirectly or indirectly, losses or charges, including, but not limited to, all costs upon the performance of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in professional services rendered to the future be undertaken, suffered, paid, awarded, assessedIndemnitor by the Underwriters and their Personnel hereunder, or otherwise in connection with the matters referred to in this Underwriting Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Underwriters and/or their Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused by or is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any of their Personnel. (2) If for any reason the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and Underwriters 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 Underwriters 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 to be received by the Underwriters pursuant to this Underwriting Agreement. (3) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or in case any such entity shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including a reasonable amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith) and out-of-pocket expenses incurred by the Lender (Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur unless such proceeding is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any other Person affiliated of their Personnel. (4) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their 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 Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Lender Indemnitor all significant actions proposed. However, the failure by the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel (other than in respect of losses related to such failure or representing delay to notify the Indemnitor). The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, as applicable, be entitled to (but 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 Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and that none of the Underwriters and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. (5) Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor’s expense, to employ counsel of such person’s choice in respect of the defence of any action, suit, proceeding, claim or acting investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time (which shall in any case be not less than 15 days) after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Underwriters’ behalf), provided that the Indemnitor shall not be responsible for the Lender or at fees and expenses of more than one set of counsel to the Lender’s behestIndemnified Parties. (6) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, or with a claim on shall extend upon the Lender or same terms and conditions to whom the Lender has liability or responsibility Personnel of Underwriters and shall be binding upon and inure to the benefit of any sort related to this Section 9.3) relating tosuccessors, resulting from or arising out of (a) the use assigns, heirs and personal representatives of the Improvements for Indemnitor, the storage, treatment, generation, transportation, processing, handling, production or disposal of Underwriters and any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Underwriting Agreement or the ownership, use, operation, sale, transfer or conveyance any termination 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Borrower The Company agrees toto indemnify the Agent and each of the Banks and their respective directors, officers, employees and agents (each such person being called an "Indemnitee") against, and agrees to cause the Loan Parties tohold each Indemnitee harmless from, indemnify, defend and hold harmless the Lender from and against any and all liabilitieslosses, claims, damages and liabilities of any party other than the Company and related expenses, including reasonable counsel fees and expenses incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any Note or any agreement or instrument contemplated hereby or thereby, 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, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation, or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or litigation relating to any such losses, claims, damages, penaltiesliabilities or expenses is or was brought by a shareholder, expenditurescreditor, losses employee or charges, including, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (a) the use officer of the Improvements for the storageCompany; provided that such indemnity shall not, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 SubstanceIndemnitee, noises, vibrations or nuisances of whatever kind be available to the extent the same arise that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the condition gross negligence or wilful misconduct of any Indemnitee. The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the Improvements or expiration of the ownershipterm of this Agreement, usethe consummation of the transactions contemplated hereby, operation, sale, transfer or conveyance thereof, (e) a violation the repayment of any applicable Environmental Lawof the Loans, (f) non-compliance with the reduction or cancellation of the Commitment, the invalidity or unenforceability of any Environmental Permit term or (g) a material misrepresentation provision of this Agreement or inaccuracy in any representation Note, or warranty or a material breach of or failure to perform any covenant investigation made by Borrower in this Agreementor on behalf of the Banks. Such costs or other liabilities incurred by the Lender or other Person described in All amounts due under this Section 9.3 11.11 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienspayable in immediately available funds upon written demand therefor.

Indemnity. The Borrower agrees to, and further agrees to cause the Loan Parties todefend, protect, indemnify, defend and hold harmless the Lender Agent and each and all of the Lenders and each of their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, 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 "INDEMNITEES") from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, costs, expenses of any kind or charges, nature whatsoever (including, but without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not limited tosuch Indemnitees shall be designated a party thereto), all imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of: (i) this Agreement, the other Loan Documents or any of the Transaction Documents, or any act, event or transaction related or attendant thereto or to the Initial Acquisitions, any Permitted Acquisition, the Mergers, the Public Offering or the Related Transactions, the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the 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 wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, monitoringfeasibility or remedial action studies), legal representationfines, remedial responsepenalties and monetary sanctions, removalinterest, restoration direct or permit acquisition indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any kind whatsoeverEnvironmental, which may now Health or Safety Requirements of Law arising from or in connection with the past, present or future be undertakenoperations of the Borrower, sufferedits Subsidiaries or any of their respective predecessors in interest, paidor, awardedthe past, assessedpresent 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 (collectively, the "INDEMNIFIED MATTERS"); PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from (y) a dispute among the Lenders or a dispute between any Lender and the Agent, or otherwise (z) the willful misconduct or Gross Negligence of such Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, in each case, 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 Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitees.

Indemnity. Borrower Lessee agrees tothat each payment of Basic Rent hereunder shall be free and clear of, and agrees to cause the Loan Parties towithout deduction for, indemnify, defend and hold harmless the Lender from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges, including, but not limited to, all costs withholdings on account of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition Taxes of any kind nature whatsoever, which may now whether or in the future be undertakennot an exclusion pursuant to Section 10(b) applies, suffered, paid, awarded, assessed, except as required by law. If any such deduction or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility withholding of any sort related to this Section 9.3) relating to, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally Taxes is required investigative, containment, removal, clean up and other remedial actions with respect to a Release such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or the threat of a Release of any Hazardous Substance onwithholding, at will be equal to all such amounts that would be received by Lessor if no such deduction or from the Improvementswithholding had been required, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind but only to the extent necessary to ensure that the same arise from the condition holders of the Improvements outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (or to 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 conveyance thereofother disposition of the Aircraft, (e) a violation of the Airframe, any applicable Environmental Law, (f) non-compliance with Engine or any Environmental Permit Part thereof or interest therein; or (gC) a material misrepresentation the rentals, receipts, income or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by earnings arising therefrom (including without limitation the Lender or other Person described in this Section 9.3 shall be deemed to includeRent), without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.or

Indemnity. Borrower agrees to, and Lessor agrees to cause the Loan Parties toindemnify and save harmless Lessee and its parents, indemnifysubsidiaries, defend affiliates, directors, officers, employees, agents, servants, attorneys and hold harmless the Lender representatives from and against any and all liabilitiesclaims, claimscauses of action, damages, fines, judgments, penalties, expenditurescosts (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or charges, including, 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 after the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of Term: (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal 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 Substance Materials ("Environmental Laws") relating to the Premises; or as a landfill or other waste disposal site, (b) as a result of the presence presence, disturbance, discharge, release, removal or cleanup of any Hazardous Substance Materials as a result of environmental contamination or a Release other similar conditions which occurred or first arose prior to commencement of the threat Term and during the period of a Release Lessor's ownership of any Hazardous Substance on, at the Premises; or from the Improvements, (c) the failure to 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 as a Release or the threat of a Release result of any Hazardous Substance on, at violation of the accessibility or from the Improvements, path of travel requirements imposed by ADA; or (d) human exposure to as a result of any Hazardous Substanceof Lessor's representations and warranties being untrue. These indemnities shall survive the expiration, noises, vibrations cancellation or nuisances of whatever kind to the extent the same arise from the condition termination of the Improvements Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, 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), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the ownershipTerm: (a) as a result of Lessee's use and occupancy of the Premises, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums violation by Lessee of any 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 similar condition which occurred or first arose after the Lender deems necessary commencement of the Term. These indemnities shall survive for a period of three (3) years following the expiration, cancellation or desirable to expend to protect its Lienstermination of this Lease.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, Tenant shall indemnify, hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and in writing), defend Landlord and hold harmless the Lender Landlord’s officers, directors, shareholders, partners, members, managers, employees, contractors, property managers, agents and 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, ordinances, statutes, 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, expendituresfines, liabilities, losses of every kind and nature (including, without limitation, property damage, damages for the loss or chargesrestriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in 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, all attorneys’ and consultants’ fees and expenses, and the costs of investigationcleanup, monitoringremediation, legal representationremoval and restoration, remedial response, removal, restoration or permit acquisition of that are in any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred way related to any matter covered by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensforegoing indemnity.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend 13.1. Licensor shall indemnify and hold harmless the Lender Licensee and its affiliates, permitted assignees, directors, officers, agents and employees, from and against any and all liabilitiesliability, claims, damagescauses of action, penaltiessuits, expenditures, losses damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration between the parties hereto) ("Claims") which Licensee is or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessedbecomes liable for, or otherwise incurred may incur solely by reason of its use within the Lender (or any other Person affiliated Territory, in strict accordance with the Lender or representing or acting for terms and conditions of this Agreement and the Lender or at the Lender’s behestDesign Agreement, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release Trademark or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure designs furnished to 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 Licensee by Licensor or the threat of a Release of any Hazardous Substance onDesign Partnership, at or from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind 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 same arise 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 condition 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 Improvements parties hereto), which they, or the ownershipany of them, useare or become liable for, operationor may incur, sale, transfer or conveyance thereof, (e) a violation be compelled to pay by reason of any applicable Environmental Lawacts, (f) non-compliance whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach Licensee's performance of or failure to perform any covenant made by Borrower in 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. Such costs If any action or other liabilities incurred by the Lender or other Person described in this Section 9.3 proceeding shall be deemed to includebrought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, without limitationLicensor shall promptly notify Licensee thereof in writing, any sums which and Licensee shall assume and direct the Lender deems necessary defense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or desirable to expend to protect its Liensproceeding.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, shall indemnify, defend and hold harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, which administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than breakage costs, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the asserted against Lender (or in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (i) any breach by Borrower or 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 Mortgage, any Individual Property or any interest therein, or 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 “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of 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 obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as Loan is included in a landfill or other waste disposal siteSecuritization Vehicle, (b) the presence of any Hazardous Substance Indemnified Liability is caused by the Securitization Vehicle failing to have, or a Release maintain its, REMIC or the threat of a Release of any Hazardous Substance onGrantor Trust status, at or from the Improvementsas applicable, and (c) the reason for such failure to promptly undertake and diligently pursue to completion all reasonably appropriate is other than a breach by Borrower or legally required investigativeOperating Lessee of its Obligations under, containmentor any material misrepresentation by Borrower or Operating Lessee contained in, removal, clean up and other remedial actions with respect to a Release this Agreement 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensLoan Documents.

Indemnity. Borrower agrees toThe Borrowers further agree to defend, and agrees to cause the Loan Parties toprotect, indemnify, defend and hold harmless the Lender Administrative Agent, each Arranger and each and all of the Lenders and each of their respective Affiliates, and each of such Administrative Agent’s, Arranger’s, Lender’s, or Affiliate’s respective officers, directors, 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 “Indemnitees”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, costs, expenses of any kind or charges, nature whatsoever (including, but without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not limited toany of such Indemnitees shall be designated a party thereto), all imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of: (i) this Agreement or any of the other Loan Documents, or 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 management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the 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 wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, monitoringfeasibility or remedial action studies), legal representationfines, remedial responsepenalties and monetary sanctions, removalinterest, restoration direct or permit acquisition indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any kind whatsoeverEnvironmental, which may now Health or Safety Requirements of Law arising from or in connection with the past, present 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-containing materials at any respective property of the Company or its Subsidiaries or the Release or 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 undertakenunenforceable because it is violative of any law or public policy, sufferedthe applicable Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, paid, awarded, assessed, or otherwise to the payment and satisfaction of all Indemnified Matters incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensIndemnitees.

Indemnity. Borrower agrees to(a) To the fullest extent allowed by law, and agrees to cause the Loan Parties to, 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 Lender 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 be performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, 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 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. (b) Landlord shall protect, indemnify and hold Tenant harmless from and against any and all liabilitiesloss, claims, damages, penalties, expenditures, losses liability or charges, including, costs (including court costs and attorneys' fees) incurred by reason of: (a) any damage to any property or any injury (including but not limited toto death) to any person occurring in, all costs or on or 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 investigationnegligence or willful misconduct of Landlord or its agents, monitoringservants or employees; provided, legal representationhowever, remedial responsethat such indemnification shall be limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or damage, removalafter deductibles, restoration or permit acquisition of any kind whatsoever, which may now or insurance proceeds that would have been received in the future be undertakenevent Landlord had not elected to self-insure, suffered, paid, awarded, assessed, or otherwise incurred by the Lender and (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (aii) the use deductible amounts for such claims under such insurance policies. The provisions of this Article shall survive the Improvements for the storage, treatment, generation, transportation, processing, handling, production termination of this Lease with respect to any claims or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, liability occurring prior to such termination. (c) Notwithstanding the failure to promptly undertake foregoing indemnification obligations, Landlord and diligently pursue to completion all reasonably appropriate or legally required investigativeTenant both hereby release the other and the other's officers, containmentdirectors, removalpartners, clean up employees and other remedial actions with respect to a Release or agents from any claim which 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 indemnified party might have to the extent that the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation cost 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 or failure to perform any covenant made such claim is reimbursed by Borrower in this Agreement. Such costs or other liabilities incurred insurance proceeds recovered by the Lender or other Person described in this Section 9.3 releasing party, and both Landlord and Tenant shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensconfirm that their insurance providers shall similarly waive all such claims.

Indemnity. Borrower agrees to(a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall indemnify, defend and hold harmless, 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 Taxes 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, in the case of a taxable period that includes, but does not end on the Closing Date, the portion of such taxable period that ends on the Closing Date, (ii) any and all Taxes of Parent, Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or any comparable provision of foreign, state, local or 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 referred to 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 Straddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, 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 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 agrees 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 cause the Loan Parties toPre-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 the Lender 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 liabilitiesTaxes with respect to the Company, claimsthat are attributable to any taxable period commencing after the Closing Date and, damagesin the case of a Straddle Period, penaltiesthe 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, expendituresSecond Intermediary Parent, losses First Intermediary Parent or charges, including, but not limited to, all costs Indirect Parent attributable to a breach of investigation, monitoring, legal any representation, remedial response, removal, restoration warranty or permit acquisition covenant of any kind whatsoever, which may now Purchaser or Merger Sub contained in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, 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 failure appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to promptly undertake 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 diligently pursue Indirect Parent shall timely provide to completion Purchaser all reasonably appropriate information and documents within the possession of Parent, Second Intermediary Parent, First Intermediary Parent or legally required investigativeIndirect Parent (or their auditors, containmentadvisors 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 Tax liability or any audit, removalexamination or proceeding. Purchaser shall timely provide to Parent, clean up Second Intermediary Parent, First Intermediary Parent and other remedial actions with respect to a Release Indirect Parent all information and documents within its possession or the threat possession of a Release its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the Returns described in the second preceding sentence or in connection with the determination of any Hazardous Substance onTax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other (at their own expense) party to obtain other information or from documents necessary or appropriate to prepare and file Returns or elections or necessary or appropriate in connection with 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation determination of any applicable Environmental LawTax liability or any audit, (f) non-compliance with any Environmental Permit examination or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensproceeding.

Indemnity. Borrower agrees toa. Buyer shall, at Buyer’s sole cost and agrees to cause the Loan Parties toexpense defend, indemnify, defend indemnify and hold Seller and its parent, subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Seller Indemnified Parties”) harmless the Lender from and against any all third party claims, demands, suits, actions, proceedings and litigation, all liabilitiesdirect losses, claimscosts, damages, penaltiesobligations, expendituresjudgments, losses expenses and fees, including without limitation, reasonable attorneys’ fees and expenses (collectively “Losses”), suffered or charges, including, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or Seller Indemnified Party arising out of (a) the or in connection with Buyer’s use or any of its licensees’ use of the Improvements for Marks pursuant to this Agreement and the storagesubject matter hereof, treatmentincluding without limitation, generation, transportation, processing, handling, production those relating to: (i) the offer or disposal sale of the Products using the Marks; (ii) injury to or death of any Hazardous Substance person or as a landfill or other waste disposal site, damage to any property whatsoever; (biii) the presence 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 Hazardous Substance applicable law, regulation or a Release industry standard; and/or (v) the alleged or actual violation of third party rights regarding the threat of a Release realization and/or the release of any Hazardous Substance onadvertising using the Marks during the Term; provided, at or from however, in no event shall the Improvements, (c) the failure to 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 foregoing indemnity extend to any Hazardous Substance, noises, vibrations or nuisances of whatever kind Losses to the extent that they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”). b. Seller shall, at Seller’s sole cost and expense, defend, 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 Losses arising out of or in connection with Seller’s Actions; provided however, in no event shall the same arise from foregoing indemnity extend to any Losses to the condition extent caused by Buyer’s negligence or by Buyer’s breach of the Improvements this Agreement or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienslaw.

Indemnity. The Borrower agrees toshall indemnify the Bank against all losses, and agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender from and against any and all liabilitiesdamages, claims, damagescosts (including funding costs), penaltiesexpenses, expenditures, losses or charges, including, but not limited to, proceedings and all other liabilities whatsoever including legal 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 (or any on a full indemnity basis) (other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or than those arising out of (a) the use gross negligence or fraud of the Improvements for Bank)which the storage, treatment, generation, transportation, processing, handling, production or disposal Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any Hazardous Substance 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 a landfill also of any of its representations or warranties not being found to be true, any breach of trust or other waste disposal site, fiduciary obligation binding on the Borrower; (bii) the presence of in relation to any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or litigation from the ImprovementsBorrower or any third party/Person in relation to the Loan; (iii) any draft, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigativecheque, containmentpromissory note, removal, clean up bill of exchange and other remedial actions order for payment is or may be payable including, without limitation, each claim and liability arising or incurred by reason of the Bank's endorsement on such item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with respect to a Release or the threat resulting from delay or omissions to pay any such stamp, registration and similar taxes or charges (other than those arising out of a Release of any Hazardous Substance ongross negligence, at wilful misconduct 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 fraud of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this AgreementBank). Such costs stamp, registration and similar taxes or other liabilities incurred charges (if not paid or reimbursed by the Lender or other Person described in this Section 9.3 Borrower) shall be deemed to include, without limitation, any sums which be the Lender deems necessary or desirable amounts due under/in relation to expend to protect its Liensthe Loan.

Indemnity. Borrower agrees toA. In addition to the payment of expenses pursuant to Section 9.2, and agrees whether or not the transactions contemplated hereby shall be consummated, the Credit Parties agree to cause the Loan Parties todefend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnitees”), 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, claimsobligations, losses, damages (including natural resource damages), penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims (including environmental claims), all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable and documented fees and disbursements of counsel for Indemnitees in connection with any investigative, which may now administrative or in the future be undertaken, suffered, paid, awarded, assessed, judicial proceeding commenced or otherwise incurred threatened by the Lender (any Credit Party or any other Person affiliated with the Lender Person, whether or representing not any such Indemnitee shall be designated as a party or acting for the Lender a potential party thereto, and any fees or at the Lender’s behestexpenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect 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 with a claim on the Lender or asserted against any such Indemnitee, in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (aincluding 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 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 Improvements for proceeds thereof or any act or omission or event occurring in connection therewith, and the storageCredit Parties and each of its Subsidiaries hereby waives, treatmentreleases and agrees not to ▇▇▇ upon any such claim or any such damages, generation, transportation, processing, handling, production whether or disposal of any Hazardous Substance not accrued and whether or as a landfill not known or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure suspected to 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy exist in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensfavor.

Indemnity. Borrower agrees toIndemnify the Bank and its employees, officers, directors, shareholders, agents, attorneys, successors and agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender from and assigns against any and all liabilitieslosses, claims, damages, liabilities, obligations, penalties, expendituresactions, losses judgments, suits, costs and expenses of any kind or chargesnature whatsoever, including, but not limited towithout limitation, all costs of investigationattorneys' fees and expenses, monitoringincurred by them arising out of, legal representation, remedial response, removal, restoration or permit acquisition of in any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessedway connected with, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with as 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, resulting from or arising out result of (a) this Agreement or the use Related Documents or the transactions contemplated hereby or protection or enforcement (including collection or disposition of Collateral) of the Improvements for Bank's rights under this Agreement or the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal siteRelated Documents, (b) the presence execution and delivery of any Hazardous Substance or a Release or this Agreement by the threat Company and the performance of a Release of any Hazardous Substance on, at or from the ImprovementsObligations, (c) any violation of Environmental Laws or any other Requirements of Law by the failure to promptly undertake Company or any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such violation, 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 any claim, litigation, investigation or proceedings relating to any Hazardous Substanceof the foregoing or the transactions contemplated by this Agreement, noiseswhether or not the Bank is a party thereto; provided, vibrations however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or nuisances of whatever kind related expenses to the extent the same arise from the condition caused by any willful misconduct of the Improvements Bank. The foregoing indemnities shall survive the Termination Date, the consummation of the transactions contemplated by this Agreement, the repayment of the Obligations and the invalidity or unenforceability of any term or provision of this Agreement or of the Related Documents and shall remain in effect regardless of any investigation made by or on behalf of the Bank or the ownership, use, operation, sale, transfer Company and the content or conveyance thereof, (e) a violation accuracy 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 or failure to perform any covenant made by Borrower in under this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees toto defend, protect and indemnify Lender, its participants and each of their assigns, and each of their respective directors, officers, employees, affiliates and agents (collectively, “Indemnified Persons”) from and against, and agrees to cause the Loan Parties tohold each such Indemnified Person harmless from, indemnify, defend and hold harmless the Lender from and against any and all liabilitieslosses, claims, damages, obligations, judgments, penalties, expenditures, losses or chargesand liabilities and related costs and expenses, including, but not limited towithout limitation, all costs of investigationreasonable counsel fees and expenses, monitoring, legal representation, remedial response, removal, restoration or permit acquisition incurred by such Indemnified Person arising out of any kind whatsoeverclaim, action, suit, litigation, investigation or proceeding (whether or not such Indemnified Person is a party thereto), which may now be imposed on, incurred by, or asserted against any Indemnified 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 the future be undertaken, suffered, paid, awarded, assessedequity, or otherwise incurred by the Lender (in contract or otherwise) in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement, the Related Documents, or any act, event or transaction related or attendant hereto or thereto, the making and the management of the Loan or the use or intended use of the Improvements for proceeds of the storageLoan hereunder; provided, treatmenthowever, generationthat such indemnity shall not apply to any such losses, transportationclaims, processingdamages, handling, production or disposal liabilities or related expenses determined by a court of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or competent jurisdiction to have arisen from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate gross negligence or legally required investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat wilful misconduct of a Release such Indemnified Person. The agreements 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreementsubsection shall be in addition to any of the Indebtedness that Borrower may otherwise have. Such costs 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 other liabilities 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 Lender or other Person described Indemnified Persons. The provisions of and undertakings and indemnifications set out in this Section 9.3 shall be deemed to include, without limitation, any sums which survive the Lender deems necessary or desirable to expend to protect its Lienssatisfaction and payment of the Indebtedness of the Borrower and the termination of this Agreement.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender Bank from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges, including, 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 Bank (or any other Person person or entity affiliated with the Lender Bank or representing or acting for the Lender Bank or at the Lender’s Bank's behest, or with a claim on the Lender Bank or to whom the Lender Bank has liability or responsibility of any sort related to this Section 9.311.3) relating to, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably necessary, appropriate or and legally required authorized 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender Bank or other Person entity described in this Section 9.3 11.3 shall be deemed to include, without limitation, any sums which the Lender Bank deems it necessary or desirable to expend to protect its Lienssecurity interests and liens.

Indemnity. Borrower agrees to(a) In addition to the payment of expenses pursuant to Section 9.2, and whether or not the Transactions shall be consummated, Company agrees to cause the Loan Parties todefend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless Agents and Lenders, and the Lender Officers, directors, trustees, employees, agents, advisors and Affiliates of Agents and Lenders (collectively called the “Indemnitees”), 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, claimsobligations, losses, damages (including natural resource damages), penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims (including Environmental Claims), all costs (including the costs of any investigation, monitoringstudy, legal representationsampling, remedial responsetesting, abatement, cleanup, removal, restoration remediation or permit acquisition other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any investigative, which 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 indemnity), whether direct, indirect 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 now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (ai) this Agreement or the other Loan Documents or the Transactions (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the Improvements for proceeds thereof or the storage, treatment, generation, transportation, processing, handling, production issuance of Letters of Credit hereunder or disposal the use or intended use of any Hazardous Substance or thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a landfill result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other waste disposal siterealization upon any of the Collateral or the enforcement of the Guaranties), (bii) the presence of statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any Environmental Claim or any Hazardous Substance Materials Activity relating to or a Release arising from, directly or the threat indirectly, any past or present activity, operation, land ownership, or practice of a Release Company or any of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 its Subsidiaries; except to the extent the same arise such Environmental Claim or Hazardous Materials Activity arises solely from the condition gross negligence or willful misconduct of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) Indemnitee as determined by a violation final judgment 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 court of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienscompetent jurisdiction.

Indemnity. Borrower agrees to, and (i) The Grantor agrees to cause the Loan Parties to, indemnify, defend pay and hold harmless the Lender Beneficiary, the Trustee and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, suits, claims, costs (including, but not limited towithout limitation, all costs of investigationsettlement costs), monitoring, legal representation, remedial response, removal, restoration expenses or permit acquisition disbursements of any kind whatsoeveror nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may now or in the future be undertakenimposed on, suffered, paid, awarded, assessed, or otherwise incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Lender (Indenture, the Notes, any other Collateral Document or any other Person affiliated with document evidencing the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of Secured Obligations (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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that the Grantor shall 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 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 Lender deems necessary payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or desirable to expend to protect its Liensany of them.

Indemnity. Borrower (a) Hertz agrees toto indemnify, hold harmless, and agrees to cause defend the Loan Parties toQI, indemnifyits respective agents, defend officers, directors, employees, members and hold harmless the Lender affiliates (each a “QI Indemnitee”) from and against any and all losses, liabilities, claimscosts and expenses suffered in connection with any claims or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, damagespursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), penaltiesunless such losses, expendituresliabilities, losses costs or chargesexpenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, includingliabilities and claims resulting from payments, but not limited 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 and all claims arising from or in connection with the 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 provisions of applicable federal, 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 all costs of investigation, monitoringsoil and water sampling, legal representationdrilling, remedial responsetesting, reporting, repair, removal, restoration or permit acquisition remediation, clean-up, closure, decontamination and detoxification of any kind whatsoeverproperty, which may now or in including the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility rental and use of any sort equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this Section 9.3) relating to, 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 waste disposal site, Agreement. (b) If the presence 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 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 any Hazardous Substance such third party claims or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure actions. The QI Indemnitee agrees to promptly undertake consult 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 cooperate to the extent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy reasonably deemed necessary by Hertz in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch defense.

Indemnity. Borrower agrees toYou must, during and after the License Term, indemnify us and the Entities, our respective successors and assigns, and agrees to cause the Loan Parties tomembers, indemnifyofficers, defend directors, employees, agents, and predecessors of each such entity (the “Indemnified Parties”) against, and hold them harmless the Lender from and against any and from, all losses, costs, liabilities, damages, claims, damagesand expenses, penaltiesincluding reasonable attorneys’ fees, expendituresarising out of or resulting from (i) any claimed occurrence at the Hotel or arising from, losses as a result of, or chargesin connection with the development, includingconstruction or operation of the Hotel (including the design, but not limited toconstruction, all costs of investigationfinancing, monitoringfurnishing, legal representationequipment, remedial response, removal, restoration or permit acquisition of Supplies or operation of the Hotel in any kind whatsoeverway); (ii) any bodily injury, which may now personal injury, death or property damage suffered or claimed by any guest, customer, visitor or employee of the Hotel; (iii) your alleged or actual infringement or violation of any patent, ▇▇▇▇ or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any contract (including any system-wide group sales agreement), any Applicable Law, or of any industry standard; (v) any other business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of your or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the Hotel or in any way arising out of or related to this Agreement; or (vii) your failure to comply with Subparagraph 16.o., including a breach of the future be undertakenrepresentations set forth therein. However, sufferedyou do not have to indemnify the Indemnified Parties to the extent damages otherwise covered under this Paragraph 9 are adjudged by final, paidnon-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of any of the Indemnified Parties, awardedand not any of the acts, assessederrors, omissions, negligence or otherwise incurred by misconduct of you or anyone related to you or the Lender (Hotel, and so long as the claims asserted against us or any other Person affiliated Indemnified Party are not so advanced on the basis of: (i) theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the Lender provisions of this Agreement, including compliance with standards, Applicable Laws or representing other requirements. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or acting investigation involving an Indemnified Party within five (5) days of your actual or constructive knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same, or we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the action, suit, proceeding, claim, demand, inquiry or investigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, including reasonable attorneys’ fees and court costs the Indemnified Parties incur to protect themselves, or to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Further, you will indemnify the Indemnified Parties for any claim for damages by reason of the failure of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the Manual. You acknowledge and agree that you are directly responsible for all fees and charges due and owing us and the Entities related to the prior franchise license agreement for the Lender or at the Lender’s behestHotel, or with a claim on the Lender or to whom the Lender has liability or responsibility of if any sort related to this Section 9.3) relating to, resulting from or arising out of (a) the use such fees and charges remain outstanding as of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensEffective Date.

Indemnity. Borrower agrees to, (a) Each Credit Party shall jointly and agrees to cause the Loan Parties to, indemnify, defend severally indemnify and hold harmless the Lender each Co-Agent, each Lender, and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all liabilitiessuits, actions, proceedings, claims, damages, penaltieslosses, expenditures, losses or charges, including, but not limited to, all liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigationinvestigation or defense, monitoring, legal representation, remedial response, removal, restoration including those incurred upon any appeal) that may be instituted or permit acquisition of any kind whatsoever, which may now asserted against or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by any such Indemnified Person as the Lender (result of credit having been extended, suspended or any terminated under this Agreement and the other Person affiliated Loan Documents and the administration of such credit, and in connection with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (acollectively, "Indemnified Liabilities"); provided, that: (i) the use liability of WD UK or WS IS, as the Improvements case may be, under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (ii) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the storageextent that any such suit, treatmentaction, generationproceeding, transportationclaim, processingdamage, handlingloss, production liability or disposal expense results solely from (A) such Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, or (B) disputes among Co-Agents and Lenders that are not caused by any action or inaction of any Hazardous Substance Credit Party or as a landfill or other waste disposal siteany Subsidiary of any Credit Party. 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 THAT 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 presence of LIBOR Rate option on the terms provided herein, if: (i) any Hazardous Substance LIBOR Loans are repaid in whole or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 in part prior to the extent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation last day of any applicable Environmental LawLIBOR Period (whether such repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, (f) non-compliance with any Environmental Permit by operation of law or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.otherwise);

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, Company shall indemnify, defend and hold harmless University and its trustees, officers, faculty, students, employees, and agents and their respective successors, heirs and assigns (the Lender "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 liabilities, claims, damagesliability, penaltiescost, expendituresexpense, losses or chargesdamage deficiency, including, 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, assessedloss, or otherwise incurred by the Lender obligation (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, reasonable attorney's fees and costs), based upon, arising out of, or otherwise relating to any sums actions taken or omissions made in connection with or pursuant to this License Agreement. The [***] Indemnitees agree to provide Company with prompt written notice of any claim, suit action, demand or judgment for which indemnification is sought under this Agreement. Company agrees that any Sublicensee shall agree to provide [***] with the Lender deems necessary or desirable to expend to protect its Lienssame indemnity provided by Company herein.

Indemnity. 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, and agrees to cause the Loan Parties to, indemnify, defend exonerate, defend, pay, and hold harmless the Lender Agent-Related Persons, and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargescauses of action, includingjudgments, but not limited tosuits, all costs of investigationclaims, monitoringcosts, legal representationexpenses, remedial response, removal, restoration or permit acquisition and disbursements of any kind whatsoeveror nature whatsoever (including, which may now or the reasonable fees and disbursements of counsel for such Indemnitees in the future be undertakenconnection with any investigation, suffered, paid, awarded, assessedadministrative, or otherwise judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestby, or with a claim on the Lender or asserted against such Indemnitee, in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or any other Loan Document, the use or intended use of the Improvements for proceeds of the storageLoans or the consummation of the transactions contemplated by this Agreement, treatment, generation, transportation, processing, handling, production including any matter relating to or disposal arising out of the filing or recordation of any Hazardous Substance of the Loan Documents which filing or as a landfill 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 waste disposal sitehand) (the “Indemnified Liabilities”); provided, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance onhowever, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions that Borrower shall have no obligation hereunder with respect to a Release Indemnified Liabilities arising from the gross negligence or the threat of a Release willful misconduct 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 Improvements or the ownership, use, operation, sale, transfer or 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 such Indemnitee or a material breach by such Indemnitee of or failure to perform any covenant made by Borrower in the express provisions of this Agreement. Such costs or other liabilities incurred by Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the Lender or other Person described in indemnification provisions of this Section 9.3 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be deemed reasonably satisfactory to includethe Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, without limitationwrit, or 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 sums which law or public policy, Borrower shall make the Lender deems necessary or desirable maximum contribution to expend to protect its Liensthe payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. Borrower agrees toIn addition to the payment of expenses pursuant to subsection 10.2, and whether or not the transactions contemplated hereby shall be consummated, Company agrees to cause the Loan Parties todefend, indemnify, defend pay and hold harmless Agents and Lenders, and the Lender officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "INDEMNITEES") from and against any and all other liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including, which without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release this Agreement or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Loan Documents or the threat of a Release of any Hazardous Substance on, at transactions contemplated hereby or from the Improvements, thereby (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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any sums which of the Lender deems necessary Loans or desirable 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 that Company shall not have any obligation to expend any Indemnitee hereunder with respect to protect its Liensany 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 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 of them.

Indemnity. Borrower agrees toSubject to Section 9.7, and agrees except to cause the Loan Parties toextent caused by the negligence or willful misconduct of Landlord or any of its employees, indemnifyofficers, 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, partners, members and shareholders, the Lender property manager, and Mortgagees of the Property, from and against any and all liabilities, claimslosses, damages, penaltiescosts, expendituresexpenses (including reasonable attorneys’ fees and expenses), losses causes of action, suits, claims, demands or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition judgments of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, nature arising from or with a claim on the Lender or respect to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production any injury to or disposal death of any Hazardous Substance person or as a landfill damage to or other waste disposal siteloss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (b) the presence any act, omission, fault, misconduct, negligence or violation of applicable laws and regulations by Tenant or any Tenant Parties, including without limitation on account of any Hazardous Substance construction or a Release other work by Tenant on or about the threat of a Release of Premises pursuant to Article 8 or otherwise, or (c) any Hazardous Substance Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, at in or from the ImprovementsPremises 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 Tenant Parties, in violation of Section 7.6 or otherwise. Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (c) the failure to promptly undertake Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and diligently pursue to completion hold harmless Tenant, all reasonably appropriate employees, officers, directors, partners, members and shareholders of Tenant from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or legally required investigative, containment, removal, clean up and other remedial actions judgments of any nature arising from or with respect to a Release Landlord’s or the threat any of a Release of any Hazardous Substance onLandlord’s employees’, at officers’, contractors’, or from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations agents’ negligence or nuisances of whatever kind to the extent the same arise from the condition of the Improvements willful misconduct resulting in personal injury or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensbodily harm.

Indemnity. The Borrower agrees toto defend, and agrees to cause the Loan Parties toprotect, indemnify, defend indemnify and hold harmless the Agent and each Lender and each and all of its officers, directors, employees, attorneys and agents (“Indemnified Parties”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, costs, expenses and disbursements of any kind or chargesnature whatsoever (including, without limitation, 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 be designated by a party thereto), which may be imposed 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, but not limited towithout limitation, all costs of investigationsecurities, monitoringenvironmental and commercial laws and regulations, legal representation, remedial response, removal, restoration under common law or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessedat equitable cause, or otherwise incurred by the Lender (on contract or otherwise) in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner directly relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or the use other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, Term Loan (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, any sums liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Term Loan hereunder; provided, 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 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 Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the Lender deems necessary payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or desirable expense incurred by the Indemnified Parties shall be paid to expend 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 protect its Liensthe 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.

Indemnity. Borrower agrees to, The Tenant hereby indemnifies and agrees to cause the Loan Parties to, indemnify, defend and hold saves harmless the Lender Landlord and its successors and assigns from and against any and all losses, liabilities, claims, damages, penalties, expenditures, losses or charges, costs (including, but not limited towithout restriction, all legal and other professional costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition on a solicitor and his own client full indemnity basis) and expense of any kind whatsoeverwhatsoever including, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of without limitation: (a) the use costs of the Improvements for the storagedefending, treatment, generation, transportation, processing, handling, production counter-claiming or disposal claiming over against third parties in respect of any Hazardous Substance action or as matter including legal fees, costs and disbursements on a landfill or other waste disposal site, solicitor and his own client basis and at all court levels; (b) the presence any cost, liability or damage arising out of a settlement of any Hazardous Substance action entered into by the Landlord with or a Release or without the threat consent of a Release of any Hazardous Substance on, at or from the Improvements, Tenant; and (c) the failure costs of repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at any time or from time to promptly undertake time may be paid, incurred or asserted against 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 part by any act or omission of the Tenant, its agents, contractors, employees, sub-Tenant, licensees, concessionaires or anyone permitted by the Tenant to be in or on the Lands and diligently pursue the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any time or from time to completion all reasonably appropriate time may be paid, incurred or legally required investigativeasserted against the Landlord as a direct or indirect result of the presence on or under, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release escape seepage, leakage, spillage, discharged, emission or release, of any Hazardous Substance onSubstances, at or from the ImprovementsLands either onto any lands, (d) human exposure to including the Lands), into the atmosphere or into any Hazardous Substance, noises, vibrations or nuisances of whatever kind to water. This indemnification shall survive the extent the same arise from the condition expiration of the Improvements or Term of the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation Lease and the termination 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensLease for whatever cause.

Indemnity. Borrower agrees to, to indemnify the L/C Issuer and agrees to cause the Loan Parties to, indemnify, defend each of its correspondents and hold them harmless the Lender from and against any and all liabilities, claims, damages, losses, liabilities, penalties, expendituresactions, losses judgments, suits, costs, expenses and reasonable out-of-pocket expenses whatsoever which they may incur or chargessuffer by reason of or in connection with the execution and delivery or assignment of or payment or presentation under any Letter of Credit or any action taken or omitted to be taken with respect to any Letter of Credit, includingexcept only if and to the extent that any such claims, but 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 draft presented under any Letter of Credit which does not limited tocomply with the term thereof, or in 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 costs matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition Credit and on the amount of any kind whatsoever, which may now sight draft presented pursuant to any Letter of Credit whether or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (not any statement or any other Person affiliated with the Lender document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or representing insufficient in any respect or acting for the Lender any statement therein proves to be untrue or at the Lender’s behestinaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or 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, resulting from or arising out of (a) the use gross negligence of the Improvements for the storage, treatment, generation, transportation, processing, handling, production L/C Issuer or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions such correspondent). Upon written demand accompanied by reasonable documentation with respect to any reimbursement, indemnification or any other amount under this Section 2.4(g), upon request by the L/C Issuer or such correspondent at any time, Borrower shall reimburse the L/C Issuer or such correspondent for reasonable out-of-pocket charges and disbursements of outside legal counsel. 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 event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a Release consequence of the willful misconduct or gross negligence of the threat L/C Issuer as determined by a final non-appealable order of a Release court 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienscompetent jurisdiction.

Indemnity. Borrower agrees to18.1 Each of the Issuer and the Guarantors indemnifies, jointly and agrees to cause severally, on an after-tax basis, the Loan Parties toPaying Agent, indemnifythe Registrar and their respective directors, defend officers, employees and hold harmless the Lender from and controlling persons against any and all losses, liabilities, costs, claims, actions, damages, penalties, expenditures, losses expenses or charges, demands (including, but not limited to, all costs reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of investigation, monitoring, legal representation, remedial response, removal, restoration them may incur or permit acquisition of any kind whatsoever, which may now be made against any of them as a result of or in connection with the future be undertakenappointment or the exercise of the powers and duties by the Paying Agent or the Registrar, sufferedas the case may be, paidunder this Agreement except as may result from the wilful default or negligence of the Paying Agent or the Registrar, awarded, assessedas the case may be, or otherwise incurred by that of their respective directors, officers, employees or controlling persons. 18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Lender Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestincluding, or 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 but not limited to, resulting from all reasonable costs, charges and expenses paid or arising out incurred in disputing or defending the foregoing) which any of (a) the use them may incur or which may be made against any of them as a result of the Improvements for Paying Agent's wilful default or negligence or that of the storagePaying Agent's directors, treatmentofficers, generationemployees or controlling persons. 18.3 The Registrar severally indemnifies, transportationon an after-tax basis, processingthe Issuer and the Guarantors and their respective directors, handlingofficers, production employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or disposal demands (including, but not limited to, 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 Hazardous Substance or of them as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 result of the Improvements Registrar's wilful default or negligence or that of the ownershipRegistrar's directors, useofficers, operation, sale, transfer employees or conveyance thereof, (e) a violation controlling persons. 18.4 This Clause 18 survives the termination 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Borrower agrees toWithout waiving any rights, and agrees to cause claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Parties toDocuments, FWH shall pay, indemnify, defend save and hold the Administrative Agent, the Collateral Agent and each Secured Party and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact and Affiliates (each, an “Indemnified Person”) harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresclaims, losses or actions, judgments, suits, costs, charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration expenses or permit acquisition disbursements (including Attorney Costs) of any kind whatsoever, or nature whatsoever which may now at any time (including at any time following the Unwind of Prattsburgh or in repayment of the future Term Loans or the termination, resignation or replacement of any Agent or any Lender) be undertakenimposed on, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or asserted against any other such Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of in any sort related to this Section 9.3) way relating to, resulting from or arising out of, the business, activities, assets, liabilities or obligations of (a) Prattsburgh, including the use Unwind of Prattsburgh, or the actions of the Improvements for the storageBorrower or any of its Affiliates related thereto, treatmentand any investigation, generationlitigation or proceeding (including any bankruptcy, transportationinsolvency, processing, handling, production or disposal of any Hazardous Substance or as a landfill reorganization or other waste disposal sitesimilar proceeding or appellate proceeding) related to Prattsburgh, whether or not any Indemnified Person is a party thereto (b) all the presence of foregoing, collectively, the “Indemnified Liabilities”); provided that FWH shall not have any Hazardous Substance or a Release or the threat of a Release of obligation hereunder to any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions Indemnified Person with respect to Indemnified Liabilities determined by a Release or the threat court of competent jurisdiction in a Release of any Hazardous Substance on, at or final and non-appealable order to have arisen from the Improvementsfraud, (d) human exposure to any Hazardous Substance, noises, vibrations gross negligence or nuisances willful misconduct of whatever kind to the extent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch Indemnified Person.

Indemnity. Borrower agrees to, The Company and Uptick agrees to cause the Loan Parties to, indemnify, defend defend, and hold harmless each other and its affiliates, directors, officers, counsel, employees, agents, members, managers, successors, assigns, and controlling persons (as defined in the Lender Act) (each, an “Indemnified Party”) from and against any and all liabilitieslosses, claims, damages, penaltiescosts, expendituresexpenses, losses and liabilities (including any investigatory, legal, and other expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or chargesdefending any action, including, 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, assessedclaim, or otherwise incurred by the Lender proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or liable relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) the use of Agreement or the Improvements for services to be performed under the storage, treatment, generation, transportation, processing, handling, production Agreement or disposal of any Hazardous Substance or as a landfill or other waste disposal siteagreement between the parties to this Agreement, (b) any transactions referred to in the presence Agreement or any transactions arising out of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from transactions contemplated by the ImprovementsAgreement, (c) any inaccuracy in or breach in the failure to promptly undertake representations and diligently pursue to completion all reasonably appropriate or legally required investigativewarranties of the Company contained in this Agreement, 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 any failure of the Company to perform its obligations under this Agreement, provided that the Company and Uptick shall not be liable to an Indemnified Party in any Hazardous Substance, noises, vibrations or nuisances of whatever kind such case to the extent the same arise that any such Indemnifiable Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the condition willful misconduct or gross negligence of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreementan Indemnified Party. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 No Indemnified Party shall be deemed liable, responsible, or accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for losses, claims, damages, or liabilities finally judicially determined to include, without limitation, any sums which the Lender deems necessary have resulted solely and exclusively from actions taken or desirable omitted to expend to protect its Liensbe taken as a direct result of such Indemnified Party’s gross negligence or willful misconduct.

Indemnity. The Borrower agrees to, and agrees to cause the Loan Parties topay, indemnify, defend and hold each Lender and the Administrative Agent and their respective officers, directors, employees, advisors, affiliates and agents (each, an “Indemnitee”) harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, costs, expenses or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition disbursements of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred nature whatsoever (whether brought by the Lender (a Borrower or any other Person affiliated Person) with respect to the Lender 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 representing the violation of, noncompliance with or acting for liability under, any Environmental Law applicable to the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility operations of any sort 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 foregoing, whether based on contract, tort or 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 this clause (b), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall 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 such Indemnitee or its affiliates. Without limiting the foregoing, 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 cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that 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 accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower pursuant to this Section 9.3) relating to11.5 shall be submitted to the Borrower, resulting from or arising out of (a) at the use address of the Improvements for Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the storage, treatment, generation, transportation, processing, handling, production or disposal Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of any Hazardous Substance or as a landfill or the Term Loans and all other waste disposal site, amounts payable hereunder. Paragraph (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions this Section shall not apply with respect to a Release or the threat of a Release of Taxes other than any Hazardous Substance onTaxes that represent losses, at or claims, damages, etc. arising 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensTax claim.

Indemnity. Borrower (a) Hertz agrees toto indemnify, hold harmless, and agrees to cause defend the Loan Parties toQI, indemnifyits respective agents, defend officers, directors, employees, members and hold harmless the Lender affiliates (each a “QI Indemnitee”) from and against any and all losses, liabilities, claimscosts and expenses suffered in connection with any claims or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, damagespursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), penaltiesunless such losses, expendituresliabilities, losses costs or chargesexpenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, includingliabilities and claims resulting from payments, but not limited 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 and all claims arising from or in connection with the 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 provisions of applicable federal, 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 all costs of investigation, monitoringsoil and water sampling, legal representationdrilling, remedial responsetesting, reporting, repair, removal, restoration or permit acquisition remediation, clean-up, closure, decontamination and detoxification of any kind whatsoeverproperty, which may now or in including the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility rental and use of any sort equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this Section 9.3) relating to, 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 waste disposal site, Agreement. (b) If the presence 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 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 any Hazardous Substance such third party claims or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure actions. The QI Indemnitee agrees to promptly undertake consult 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 cooperate to the extent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy reasonably deemed necessary by Hertz in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch defense.

Indemnity. Borrower (a) The Corporation (the “Indemnitor”) hereby agrees toto indemnify and hold the Agent, and agrees its subsidiaries or affiliates, and each of their directors, officers, employees and agents (hereinafter referred to cause as the Loan Parties to, indemnify, defend and hold “Personnel”) harmless the Lender from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, penaltiesliabilities or actions arise out of or are based, expendituresdirectly or indirectly, losses or charges, including, but not limited to, all costs upon the performance of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in professional services rendered to the future be undertaken, suffered, paid, awarded, assessedIndemnitor by the Agent and its Personnel hereunder, or otherwise incurred in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the 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 Lender gross negligence, wilful misconduct or fraud referred to in (or any other Person affiliated with i). Without limiting the Lender or representing or acting for generality of the Lender or at foregoing, this indemnity shall apply to all reasonable expenses (including legal expenses), losses, claims and liabilities that the Lender’s behest, or with Agent may incur as a claim on the Lender or to whom the Lender has liability or responsibility result of any sort related to this Section 9.3) relating to, resulting from action or arising out of (a) litigation that may be threatened or brought against 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 waste disposal site, Agent. (b) If for any reason (other than the presence occurrence of any Hazardous Substance 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 the Agent or any Personnel harmless as a Release result of such expense, loss, claim, damage or liability, then the threat Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in 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 Release result of such expense, loss, claim, damage or liability and any Hazardous Substance on, at or from excess of such amount over the Improvements, amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the failure Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to promptly undertake testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent or any Personnel, then the Agent and diligently pursue such Personnel shall have the right to completion all employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably appropriate or legally required investigativein selecting such counsel, containment, removal, clean up and other remedial actions with respect the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to a Release or reimburse the threat of a Release of any Hazardous Substance on, at or from Agent for time spent by the Improvements, Agent’s Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur. (d) human exposure to Promptly after receipt of notice of the commencement of any Hazardous Substancelegal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, noiseswhich is based, vibrations directly or nuisances indirectly, upon any matter in respect of whatever kind 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 extent Indemnitor, will keep the same arise from the condition Indemnitor advised of the Improvements 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 (but 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 the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement 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 ownership, use, operation, sale, transfer or conveyance thereof, Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) a violation The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any applicable Environmental Lawsuccessors, (f) non-compliance with assigns, heirs and personal representatives of the Indemnitor, the Agent and any Environmental Permit of the Personnel of the Agent. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach termination of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.

Indemnity. Borrower agrees to, (a) Licensee shall at all times (both during and agrees to cause after the Loan Parties to, indemnify, defend term hereof) indemnify and hold harmless the Lender Licensor, its agents and employees, against and from and against any and all actions, suits, liabilities, claimssettlements, losses, damages, penaltiescosts, expenditures, losses or charges, reasonable counsel fees and all other expenses, relating to or arising from any and all claims (whether founded or unfounded) of every nature or character (including, but not limited towithout limitation, all costs claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of investigationprocess, monitoringassault and battery, legal representation, remedial response, removal, restoration damage to property or permit acquisition invasion or infringement of any kind whatsoeverpatent, which may now or in the future be undertakentrademark, sufferedcopyright, paid, awarded, assessed, or otherwise incurred by the Lender (right of privacy or any other Person affiliated with the Lender tangible or representing intangible personal or acting for the Lender or at the Lender’s behestproperty right) (collectively, or 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"Losses"), resulting from based upon or arising out of (a) the use Licensee's operation of the Improvements for Departments, or the storageLicensee's sale, treatmentuse or installation of the Wares and Services, generationor any defect in the Wares and Services or in any ingredient, transportationproduct or component used in the Wares and Services (or, processingin the event the Wares and Services shall be a service, handlingused in the performance of such service), production or disposal due to any negligence or dishonesty of, or to any act of commission or omission by, Licensee or any of its employees or agents, all except to the extent such Loss is caused by Licensor's negligent actions or omissions or willful misconduct; and in case any action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensor by reason of any Hazardous Substance such claim, the Licensee, if Licensor so requests, shall resist and defend such action, suit or as a landfill or other waste disposal siteproceeding, at the sole expense of Licensee, by reputable counsel. (b) Licensor shall at all times (both during and after the presence term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any and all Losses, based upon or arising out of Licensor's operations, or the Licensor's sale, use or installation of any Hazardous Substance products or a Release services (other than the Wares or Services), or any defect in any product or service rendered by Licensor (other than the threat of a Release of Wares or Services) or in any Hazardous Substance oningredient, at product or from component used in such products or services(other than the ImprovementsWares or Services), (c) the failure to 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 due to any Hazardous Substancenegligence or dishonesty of, noisesor to any act of commission or omission by, vibrations Licensor or nuisances any of whatever kind its employees or agents, all except to the extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and in case any action, suit or proceeding shall at any time (either during or after the same arise from term hereof) be brought against Licensee by reason of any such claim, Licensor, if Licensee so requests, shall resist and defend such action, suit or proceeding, at the condition sole expense of the Improvements or the ownershipLicensor, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensreputable counsel.

Indemnity. Each Borrower agrees to, and hereby agrees to cause the Loan Parties to, indemnify, defend pay and hold harmless Administrative Agent and Lenders and the Lender officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of Administrative Agent and Lenders (collectively called the "Indemnitees") from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, 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 than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or 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 in the future be undertakenpreviously owned, sufferedleased or operated by any Borrower, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3Hazardous Materials or any Hazardous Materials Contamination, (ii) relating to, resulting from or arising out of (a) or relating to the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or 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 Substance Materials, whether or as a landfill not occasioned wholly or other waste disposal sitein 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 presence use or intended use of any Hazardous Substance or a Release or the threat proceeds of a Release of any Hazardous Substance on, at or from the Improvements, Loans and (c) any brokerage claims in connection with the failure sale or any leasing of any Project, except that no Borrower shall have any obligation hereunder to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a Release or the threat final non-appealable judgment of a Release court of competent jurisdiction or for any Hazardous Substance onliability 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, at or from each Borrower shall contribute the Improvements, (d) human exposure maximum portion which it is permitted to any Hazardous Substance, noises, vibrations or nuisances of whatever kind pay and satisfy under applicable law to the extent the same arise from the condition payment and satisfaction of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other all such indemnified liabilities incurred by the Lender Indemnitees or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensof them.

Indemnity. Each Borrower agrees to, and hereby agrees to cause the Loan Parties tojointly and severally indemnify Agent, indemnify, defend each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless the Lender from and against any liability, loss, damage, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and all liabilitieslegal expenses) as the result of such Borrower’s failure to observe, claimsperform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, damagesthe other Loan Documents or the transactions contemplated hereby or thereby, penaltiesexcept those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, expenditures, losses gross negligence or charges, including, 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, assessedwillful misconduct of, or otherwise incurred by breach of the Lender (terms of this Agreement or any other Loan 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 affiliated with respect to the Lender 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 representing or acting for the Lender or at the Lender’s behestintentional misconduct of, or with a claim on 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, each Borrower shall indemnify and hold harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and against any loss, damage, cost, expense or to whom the Lender has liability directly or responsibility of any sort related to this Section 9.3) relating to, resulting from or indirectly arising out of (a) or under the use of Environmental Laws, or attributable to the Improvements for the storage, treatmentuse, generation, transportationstorage, processingrelease, handlingthreatened release, production discharge, disposal or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance pollutants, flammables, explosives, petroleum (including crude oil) or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or conveyance fraction thereof, (e) a violation of any applicable Environmental Lawradioactive materials, (f) non-compliance with any Environmental Permit hazardous wastes, toxic substances or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includerelated materials, including, without limitation, any sums which substances defined as or included in the Lender deems necessary definition of toxic or desirable 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 a final nonappealable judgment to expend to protect its Lienshave arisen out of the bad faith, gross negligence or willful misconduct of Agent, either Arranger or such Lender. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Section 12.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement.

Indemnity. The Borrower hereby agrees toto indemnify the Agent, the Lenders, the Issuing Bank, each of their respective Controlling Persons, if any, and agrees to cause the Loan Parties todirectors, indemnifyofficers, defend employees, attorneys, agents and Affiliates or all of the foregoing (each of the foregoing an "INDEMNIFIED PERSON") against and hold each of them harmless the Lender from and against from, any and all loss, liabilities, damages, claims, damages, penalties, expenditures, losses costs and expenses (including reasonable attorneys' fees and disbursements) suffered or charges, including, 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 (or any other Indemnified Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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 toarising out of, resulting from or arising out in any manner connected with, the execution, delivery and performance of (a) the use each of the Improvements for Loan Documents, the storageObligations and any and all transactions related to or consummated in connection with the Obligations, treatment, generation, transportation, processing, handling, production other than as a consequence of the gross negligence or disposal willful misconduct on the part of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Indemnified Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by any sums Indemnified Person arising out of or related to investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation administrative proceeding or investigation under any Federal securities law or any other Governmental Rule of any jurisdiction, or at common law or otherwise, that is alleged to arise out of or is based on (i) any untrue statement or alleged untrue statement of any material fact of the Borrower or any Affiliate of the Borrower in any document or schedule filed with the Securities and Exchange Commission or any other Governmental Authority; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any actual or alleged acts, practices or omissions of the Lender deems necessary Borrower or desirable any of its respective directors, officers, employees, attorneys, agents or Affiliates, related to expend the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions that are alleged to protect its Liensbe in violation of any Federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. The indemnity set forth in this Section 10.7 shall be in addition to any other obligations or liabilities of the Borrower to the Agent, the Lenders or the Issuing Bank, or at common law or otherwise. The provisions of this Section 10.7 shall survive the payment of the Obligations and the termination of this Agreement and the other Loan Documents.

Indemnity. Borrower agrees toWithout limiting any other provisions hereof, and but subject to the provisions of Section 6.3 hereof, Tenant agrees to cause the Loan Parties todefend, indemnifyprotect, defend indemnify and hold harmless the Lender save Landlord and its partners, affiliates, officers, agents, servants and employees and Landlord’s management, leasing and redevelopment agents from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges, including, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or liability to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or third parties arising out of (a) the use of the Improvements Premises or the acts or omissions of Tenant or its servants, agents, employees, contractors, suppliers, workers or invitees. To the extent not prohibited by law and subject to the waiver of subrogation contained in Section 6.3, Landlord and its partners, affiliates, officers, agents, servants and employees shall not be liable for any damage either to person, property or business resulting from the loss of the use thereof sustained by Tenant or by other persons due to the Premises or any part thereof or any appurtenances thereto becoming out of repair, or due to the happening of any accident or event in or about the Premises, or due to any other person, unless caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and except as provided above, shall apply without distinction as to the person whose act or neglect was responsible for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) damage and shall apply whether the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 damage was due to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition of the Improvements causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the ownershipPremises, useor upon loading docks, operationrecovering and holding areas, saleor freight elevators of the Building, transfer shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit damage thereto or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred theft thereof unless caused by the Lender negligence or other Person described in this Section 9.3 shall be deemed to includewillful misconduct of Landlord or its agents, without limitation, any sums which the Lender deems necessary employees or desirable to expend to protect its Lienscontractors.

Indemnity. Borrower agrees to, Tenant hereby indemnifies and agrees to cause the Loan Parties to, indemnify, shall defend and hold Landlord, its officers, directors, employees, agents and contractors harmless the Lender from and against any and all liabilitiesactions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damagesdamages (including, without limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project), expenses (including, without limitation, attorneys’, consultants’ and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, expendituresinjunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”) which arise during or chargesafter the Term as a result of contamination caused by or contributed to by Tenant or any Tenant Party. This indemnification of Landlord by Tenant includes, includingwithout limitation, but not limited tocosts incurred in connection with any investigation of site conditions or any cleanup, all costs of investigation, monitoring, legal representation, remedial responseremedial, removal, or restoration work required by any federal, state or permit acquisition local Governmental Authority because of any kind whatsoever, which may now or Hazardous Materials present in the future be undertakenair, sufferedsoil or ground water above, paid, awarded, assessedon, or otherwise incurred by under the Lender (or any other Person affiliated with Premises. Without limiting the Lender or representing or acting for foregoing, if the Lender or at the Lender’s behest, or 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, resulting from or arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal presence of any Hazardous Substance Materials on the Premises, the Project or any adjacent property caused or permitted by Tenant or any Tenant Party results in any contamination of the Premises, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance with applicable law as a landfill are necessary to return the Premises, the Project or other waste disposal siteany adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Project. Notwithstanding anything to the contrary contained in this Section 30, Tenant shall not be responsible for, and the indemnification and hold harmless obligation set forth in this paragraph shall not apply to (bi) contamination in the Premises which Tenant can prove existed in the Premises immediately prior to the Commencement Date, or (ii) the presence of any Hazardous Substance or a Release or Materials in the threat Premises which Tenant can prove migrated from outside of the Premises into the Premises, unless in either case, the presence of such Hazardous Materials (x) is the result of a Release breach by Tenant of any Hazardous Substance onof its obligations under this Lease, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (gy) a material misrepresentation was caused, contributed to or inaccuracy in exacerbated by Tenant or any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensTenant Party.

Indemnity. Borrower agrees toSellers agree, jointly and agrees severally, to cause the Loan Parties to, indemnify, defend and protect, hold harmless and defend Buyer, Lender and their respective directors, officers, shareholders, members, employees, successors, assigns, agents, lenders, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees and invitees, as applicable (collectively, the Lender "Indemnified Parties"), for, from and against any and all liabilitieslosses, costs, claims, damagesliabilities, penaltiesdamages and expenses (collectively, expenditures, losses or charges, "Losses") (including, without limitation, Buyer's reasonable attorneys' fees and consequential damages 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 excluding Losses suffered by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or an Indemnified Party arising out of (a) such Indemnified Party's gross negligence or willful misconduct; provided, however, that the use term "gross negligence" shall not include gross negligence imputed as a matter of law to any of the Improvements for Indemnified Parties solely by reason of the storage, treatment, generation, transportation, processing, handling, production Buyer's interest in any of the Properties or disposal Sellers' failure to act in respect of matters which are the obligation of SL Properties under the Lease) arising as the result of an Environmental Condition and/or a breach of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements representations, warranties, covenants, agreements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation obligations 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 or failure to perform any covenant made by Borrower Sellers set forth in this Agreement. Such costs or other liabilities incurred by Without limiting the Lender or other Person described in this Section 9.3 generality of the foregoing, such indemnity shall be deemed to include, without limitation, any sums which damages incurred with respect to any engineering, governmental inspection and reasonable attorneys' fees and expenses that the Lender deems necessary Indemnified Parties may incur by reason of any Environmental Condition and/or any representation or desirable to expend to protect its Lienswarranty set forth in Section 8.K being false, or by reason of any investigation or claim of any Governmental Authority in connection therewith. The provisions of this Section 14 shall survive the Closing.

Indemnity. In addition to the payment of expenses pursuant to --------- subsection 10.1, whether or not the transactions contemplated hereby shall be --------------- consummated, Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend pay and hold Agent and each Lender and any holder of the Notes and the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Lender and any holder of the Revolving Note[s] to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (collectively called the "Indemnitees") harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the fees and disbursements of counsel for such Indemnitees in connection with any investigative, which administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against that Indemnitee, in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or intended use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal proceeds of any Hazardous Substance of the Loans or as a landfill or other waste disposal site, (b) the presence exercise of any Hazardous Substance right or a Release remedy hereunder or under the threat of a Release of any Hazardous Substance on, at or from other Loan Documents (the Improvements, (c) the failure "Indemnified Liabilities"); provided that Borrower shall have no obligation to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions an Indemnitee -------- hereunder with respect to a Release or the threat of a Release of any Hazardous Substance on, at or Indemnified Liabilities arising from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations gross negligence or nuisances willful misconduct of whatever kind to the extent the same arise from the condition that Indemnitee as determined by a court of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienscompetent jurisdiction.

Indemnity. Borrower agrees to, and (a) The Company agrees to cause the Loan Parties to, indemnify, defend and hold harmless the Lender Purchaser (and its members (and each officer and director thereof), managers, officers, Employees, Affiliates, Representatives and permitted assigns) from and against any and all liabilitieslosses, claims, liabilities, damages, deficiencies, costs or expenses (including interest, penalties, expendituresand reasonable attorneys’ fees, losses disbursements and related charges) (collectively, “Losses”) based upon, arising out of or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition otherwise in respect any breach of any kind whatsoeverof the representations, which may now warranties, covenants or agreements made by the Company in this Agreement or in the future be undertaken, suffered, paid, awarded, assessedother Transaction Documents or any action instituted against Purchaser, or otherwise incurred its Affiliates, by any stockholder of the Company who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Lender Transaction Documents (unless such action is based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any other Person affiliated agreements or understandings Purchaser may have with the Lender any such stockholder or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). (b) The Purchaser agrees to this Section 9.3indemnify, defend and hold harmless the Company (and its directors, officers, stockholders, Employees, Affiliates, Representatives and permitted assigns) relating tofrom and against any and all Losses based upon, resulting from or arising out of (a) or otherwise in respect of any inaccuracy in or breach by the use Purchaser of any representations or warranties of the Improvements for Purchaser (and no other) contained in this Agreement up to a maximum amount not to exceed the storageaggregate Purchase Price and Adjusted Purchase Price, treatmentas applicable, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) paid by the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, Purchaser. (c) A party that receives a claim from a third party which may result in Losses for which the failure party would be eligible to be indemnified hereunder (the “Indemnified Party”) will promptly undertake notify the other party (the “Indemnifying Party”) of the claim (the “Notice of Claim”). The Indemnifying Party shall assume the defense of such claim through counsel of its own choosing approved by the Indemnified Party (such approval not to be unreasonably withheld) and diligently pursue shall make all decisions regarding the defense thereof, including any decision to completion all reasonably appropriate settle such claim, provided that any settlement which would result in the imposition of injunctive or legally required investigativeother equitable relief or any liability or Loss against the Indemnified Party is subject to the Indemnified Party’s consent, containmentsuch consent to be given or withheld in such Indemnified Party’s sole discretion. If the Indemnifying Party assumes the defense of the claim, removalthe Indemnified Party shall fully cooperate in such defense at the cost and expense of the Indemnifying Party. In such case, clean up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance onIndemnified Party, may, at or from its own expense, elect to participate in the Improvementsdefense of the claim through counsel of its choosing, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnifying Party for the costs and expenses of such counsel. If the Indemnifying Party fails to confirm in writing that it will assume the defense of the claim within ten days after receipt of the Notice of Claim, the Indemnified Party may defend the claim through counsel of its own choosing at the cost and expense of the Indemnifying Party. (d) human exposure to All representations and warranties set forth in this Agreement or in any Hazardous Substance, noises, vibrations writing or nuisances certificate delivered in connection with this Agreement (including the other Transaction Documents) shall survive the execution and delivery of whatever kind to this Agreement and the extent the same arise from the condition consummation of the Improvements transactions contemplated hereby and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation acceptance by the Purchaser of any applicable Environmental Law, (f) non-compliance with any Environmental Permit certificate or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensopinion.

Indemnity. 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, and agrees to cause the Loan Parties todefend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnitees”), 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, claimsobligations, losses, damages (including natural resource damages), penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims (including environmental claims), all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, which may now administrative or in the future be undertaken, suffered, paid, awarded, assessed, judicial proceeding commenced or otherwise incurred threatened by the Lender (Borrower or any other Person affiliated with the Lender Person, whether or representing not any such Indemnitee shall be designated as a party or acting for the Lender a potential party thereto, and any fees or at the Lender’s behestexpenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect 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 with a claim on the Lender or asserted against any such Indemnitee, in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (aincluding 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 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 Improvements for proceeds thereof or any act or omission or event occurring in connection therewith, and the storageBorrower and each of its Subsidiaries hereby waives, treatmentreleases and agrees not to ▇▇▇ upon any such claim or any such damages, generation, transportation, processing, handling, production whether or disposal of any Hazardous Substance not accrued and whether or as a landfill not known or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure suspected to 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy exist in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensfavor.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.1, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend pay and hold Agent and each Lender and any holder of the Note(s) and the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Lender and any holder of the Note(s) to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (collectively called the "INDEMNITEES") harmless the Lender from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, claims, reasonable costs, expenses and disbursements (including the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or chargesjudicial proceeding commenced or threatened, includingwhether or not such Indemnitee shall be designated a party thereto) that may be imposed on, 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, assessedincurred by, or otherwise incurred by the Lender (or asserted against that Indemnitee, in any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (a) this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this 61 70 Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or intended use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal proceeds of any Hazardous Substance of the Loans or as a landfill or other waste disposal site, (b) the presence exercise of any Hazardous Substance right or a Release remedy hereunder or under the threat of a Release of any Hazardous Substance on, at or from other Loan Documents (the Improvements, (c) the failure "INDEMNIFIED LIABILITIES"); provided that Borrower shall have no obligation to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions an Indemnitee hereunder with respect to a Release or the threat of a Release of any Hazardous Substance on, at or Indemnified Liabilities arising from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations gross negligence or nuisances willful misconduct of whatever kind to the extent the same arise from the condition that Indemnitee as determined by a court of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienscompetent jurisdiction.

Indemnity. Borrower agrees toIn any action, proceeding or claim brought or asserted by a third party, Manager will defend, indemnify and agrees hold Licensee (and any of its Affiliates, their respective directors, trustees, officers, shareholders, employees and agents) harmless from and against any claims, losses, expenses, costs, suits, actions, proceedings, demands or liabilities that are asserted against, or sustained or incurred by them because of Manager’s breach of any material term of this Agreement, or arising from Manager’s failure to cause act or not act in accordance with Licensee’s reasonable instructions or gross negligence, fraud, or willful misconduct, except to the Loan Parties toextent caused by Licensee’s breach of any material term of this Agreement, gross negligence, fraud or willful misconduct. Licensee will defend, indemnify, defend and hold harmless the Lender Manager (and any of its Affiliates, their respective directors, trustees, officers, shareholders, employees and agents) harmless, from and against any and all liabilities, claims, damagesexpenses, penaltiescosts, expendituressuits, losses actions, proceedings, demands, or chargesliabilities that are asserted against, includingor sustained or incurred by them in connection with the performance of Manager’s duties under this Agreement or otherwise while acting within the scope of the agency established by the parties to this Agreement and in accordance with Section 15.04, 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 undertakencase of an action, suffered, paid, awarded, assessed, proceeding or otherwise incurred claim brought or asserted by the Lender (or a third party against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lenderof them as a result of Licensee’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility breach of any sort related material term of this Agreement, violation of Legal Requirements, instructions to this Section 9.3) relating to, resulting from Manager to act 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions not act with respect to a Release the relevant matter or the threat of a Release of any Hazardous Substance ongross negligence, at fraud or from the Improvementswillful misconduct, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind except to the extent the same arise from the condition caused by Manager’s breach of any material term of this Agreement, failure to act or not act in accordance with Licensee’s reasonable instructions, gross negligence, fraud or willful misconduct. The scope of the Improvements foregoing indemnities includes any and all costs and expenses properly incurred in connection with any proceedings to defend any indemnified claim, or to enforce the ownershipindemnity, use, operation, sale, transfer or conveyance thereof, (e) a violation of both. Recovery upon an indemnity contained in this Agreement shall be reduced dollar-for-dollar by 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred insurance collected by the Lender or other Person described in indemnified party with respect to the claims covered by such indemnity. The parties obligations under this Section 9.3 shall be deemed to include, without limitation, any sums which survive the Lender deems necessary or desirable to expend to protect its LiensTermination.

Indemnity. (a) The Borrower agrees toto defend, and agrees to cause the Loan Parties toprotect, indemnify, defend indemnify and hold harmless the Lender Administrative Lender, each Lender, each of their respective Affiliates, and each of their respective (including such Affiliates') officers, directors, employees, agents, attorneys, shareholders and consultants (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth herein) of each of the foregoing (collectively, "Indemnitees") from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including, which may now without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or in the future judicial proceeding, whether or not such Indemnitees shall be undertakendesignated a party thereto), sufferedimposed on, paid, awarded, assessedincurred by, or otherwise incurred by the Lender asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any other Person affiliated federal, state, or local laws and regulations, under common law or at equitable cause, or on contract, tort or otherwise, arising from or connected with the Lender past, present or representing future operations of the Borrower or acting for the Lender or at the Lender’s behestits predecessors in interest, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of this Agreement, the Loan Papers, or any act, event or transaction or alleged act, event or transaction relating or attendant thereto, the making of any participations in the Advances and the management of the Advances, including in connection with, or as a result, in whole or in part, of any negligence of Administrative Lender or any Lender (a) other than those matters raised exclusively by a participant against the Administrative Lender or any Lender and not the Borrower), or the use or intended use of the Improvements for proceeds of the storageAdvances hereunder, treatment, generation, transportation, processing, handling, production or disposal in connection with any investigation of any Hazardous Substance potential matter covered hereby, but excluding any claim or liability that arises as the result of the gross negligence or willful misconduct of any Indemnitee, as finally judicially determined by a landfill or other waste disposal sitecourt of competent jurisdiction (collectively, the "Indemnified Matters"). (b) In addition, the presence Borrower shall periodically, upon request, reimburse each Indemnitee for its reasonable legal and other actual expenses (including the cost of any Hazardous Substance investigation and preparation) incurred in connection with any Indemnified Matter. If for any reason the foregoing indemnification is unavailable to any Indemnitee or a Release or the threat of a Release of insufficient to hold any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions Indemnitee harmless with respect to Indemnified Matters, then the Borrower shall contribute to the amount paid or payable by such Indemnitee as a Release result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the threat relative benefits received by the Borrower and the Borrower's stockholders on the one hand and such Indemnitee on the other hand but also the relative fault of a Release the Borrower and such Indemnitee, as well as any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Indemnitee, and shall be binding upon and inure to the benefit of any Hazardous Substance onsuccessors, at or from the Improvementsassigns, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition heirs and personal representatives of the Improvements or Borrower, the ownershipAdministrative Lender, use, operation, sale, transfer or conveyance thereof, (e) a violation the Lenders and all other Indemnitees. This Section shall survive any termination 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 this Agreement and payment of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensObligations.

Indemnity. Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend (a) Multex shall indemnify and hold the Company harmless the Lender from and against any and all liabilities, claimscosts, damages, penalties, expenditures, losses expenses or charges, including, 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 liabilities (including reasonable attorney fees) incurred by the Lender Company as a result of any claim or action brought against the Company based upon or arising out of the infringement by the Software as used in accordance with this Agreement of any patent, copyright or proprietary right of any third party, and Multex shall defend or settle, at its sole expense, any claim attributable to such infringement; provided that (i) the Company shall have promptly notified Multex in writing of such claim; (ii) Multex shall have sole control of the defense and settlement of such claim; and (iii) the Company shall cooperate fully with Multex in the defense of such claim. In the event that the Company is enjoined or any other Person affiliated with otherwise prohibited from using the Lender or representing or acting Software, Multex shall, at its option, substitute non-infringing, equally functional Software, procure for the Lender or at Company the Lender’s behestright to continue using the Software, or with terminate this Agreement. (b) The Company shall indemnify and hold Multex harmless from and against any costs, damages, expenses or liabilities (including reasonable attorney fees) incurred by Multex as a claim on the Lender or to whom the Lender has liability or responsibility result of any sort related to this Section 9.3) relating to, resulting from claim or action brought against Multex based upon or arising out of (a) the use infringement by any of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal Documents of any Hazardous Substance patent, copyright or as a landfill or other waste disposal site, proprietary right of any third party; (b) any libelous or slanderous statements contained in the presence of any Hazardous Substance Documents; or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Lawof the securities laws of the United States (or any other jurisdiction in which the Services are provided) arising out of the Documents or the furnishing thereof to any party, and Company shall defend or settle, at its sole expense, any such claim or action; provided that (fi) the Company shall have sole control of the defense and settlement of any action: and (ii) Multex shall cooperate fully with the Company in the defense of such action. In the event Multex is enjoined or otherwise prohibited from using any Document. Company shall, at its sole expense, procure for Multex the right to continue using such Document or substitute a non-compliance with any Environmental Permit infringing or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach nonviolating version of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch Document.

Indemnity. Borrower agrees toCSI shall, with respect to the representations, warranties, covenants and agrees to cause the Loan Parties to, agreements made by it herein indemnify, defend and hold the Purchaser and his employees, partners, agents, counsel and affiliates (each, an “Indemnified Party”) harmless the Lender from and against any all liability, loss or damage, together with all reasonable costs and all liabilitiesexpenses related thereto (including legal and accounting fees and expenses), claimsarising from the untruth, damages, penalties, expenditures, losses inaccuracy or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition breach of any kind whatsoeversuch representations, which may now warranties, covenants or agreements of CSI contained in this Agreement or the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility assertion of any sort related claims relating to this Section 9.3) relating to, resulting from or arising out of (a) the use foregoing. Without limiting the generality of the Improvements for the storageforegoing, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 each Indemnified Party shall be deemed to includehave suffered liability, loss or damage as a result of the untruth, inaccuracy or breach of any such representations, warranties, covenants or agreements if such liability, loss or damage shall be suffered by the Indemnified Party as a result of, or in connection with, such untruth, inaccuracy or breach or any facts or circumstances constituting such untruth, inaccuracy or breach. CSI shall indemnify and hold harmless each Indemnified Party against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any violations by CSI of the Securities Act or state Blue Sky laws applicable to CSI relating to action or inaction required of CSI in connection with the Securities Act or registration or qualification under such state Blue Sky laws; and shall reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no indemnification shall be required hereunder for the gross negligence or willful misconduct of any Indemnified Party or material breach by a Purchaser of any of the representations and warrants set forth in Section 4 hereof. In case any such action is brought against an Indemnified Party, CSI will be entitled to participate in and assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and after notice from CSI to such Indemnified Party of its election to assume the defense thereof, CSI shall be responsible for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if any Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to such Indemnified Party that conflict in any material respect with those available to CSI, or that such claims or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided by this Section 8, CSI shall reimburse such Indemnified Party and shall not have the right to assume the defense of such action on behalf of such Indemnified party and CSI shall reimburse each such Indemnified Party and any individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity (“Person”) controlling such Indemnified Party for that portion of the reasonable fees and expenses of any counsel retained by the Indemnified Party. CSI shall not make any settlement of any claims indemnified against hereunder without limitationthe written consent of the Indemnified Party or Parties, any sums which consent shall not be unreasonably withheld. Any claim for indemnification under this Section 8 with respect to representations and warranties must be made not later than the Lender deems necessary or desirable to expend to protect its Liensend of the 12-month survival period set forth in Section 9.2.

Indemnity. Borrower agrees toExcepting for the willful acts or negligence of Landlord, its agents and agrees to cause the Loan Parties toemployees, indemnifyTenant indemnifies and shall hold Landlord, defend its agents and hold employees, harmless the Lender from and defend Landlord, its agents, officers, directors, partners, attorneys and employees, against any and all liabilitiesclaims or liability for injury or death to any person or damage to any property whatsoever: (a) either (i) occurring in, claimson, damagesor about the Premises; or (ii) occurring in, penaltieson, expenditures, losses or charges, about any facilities (including, but not limited towithout limitation, all costs of investigationelevators, monitoringstairways, legal representation, remedial response, removal, restoration passageways 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (ahallways) the use of which Tenant may have in conjunction with other occupants of the Improvements for Building, when such injury, death or damage shall be caused in part or in whole by the storageact, treatmentneglect or fault of, generation, transportation, processing, handling, production or disposal omission of any Hazardous Substance duty with respect to the same by Tenant, its agents, employees, contractors, invitees, licensees, tenants, or as a landfill or other waste disposal site, assignees; or (b) arising from any work or thing whatsoever done by or benefiting the presence of any Hazardous Substance Tenant in or a Release or about the threat of a Release of any Hazardous Substance on, at Premises or from transactions of the Improvements, Tenant concerning the Premises; or (c) arising from any breach or default on the failure part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to promptly undertake be performed pursuant to the terms of this Lease; or (d) otherwise arising from any act or neglect of the Tenant, or any of its agents, employees, contractors, invitees, licensees, tenants or assignees; and diligently pursue from and against all costs, expenses, counsel fees, and court costs incurred or assessed in connection with any or all of the foregoing. Furthermore, in case any action or proceeding be brought against Landlord by reason of any claims or liability, Tenant agrees to completion all cause such action or proceeding to be defended at Tenant's sole expense by counsel reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions satisfactory to Landlord. The provisions of this Lease with respect to a Release any claims or liability occurring or caused prior to any expiration or termination of this Lease shall survive such expiration or termination. Tenant shall give immediate notice to Landlord in case of casualty or accidents in the threat Premises. The provisions of a Release this paragraph shall survive the expiration or sooner termination of this Lease. Except for the willful acts or negligence of Tenant, its agents, contractors, employees, invitees, licensees, visitors, and customers, Landlord hereby indemnifies and shall hold Tenant harmless from and defend Tenant against any and all claims or liability for injury or death to any person or damage to any property whatsoever arising from any breach or default on the part of Landlord in the performance of any Hazardous Substance on, at covenant or from agreement on the Improvements, (d) human exposure part of Landlord to any Hazardous Substance, noises, vibrations or nuisances of whatever kind be performed pursuant to the extent the same arise from the condition terms of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensLease.

Indemnity. Borrower agrees to, The Tenant shall promptly indemnify and agrees to cause save the Loan Parties to, indemnify, defend and hold Landlord harmless the Lender from and against any and all liabilities, damages, costs, expenses, claims, suits or actions arising out of any breach, violation or non-observance by the Tenant of any of its obligations under the Lease; from any damage to property while such property shall be in or about the Leased Premises including but not limited to the systems, furnishings and amenities thereof, as a result of the willful or negligent act or omission of the Tenant, its employees, agents, invitees or licensees; and from any injury to any employee, agent, invitee or licensee, of the Tenant, including but not limited to death resulting at any time therefrom, occurring on or about the Property or Project or any part thereof. The Tenant shall pay all such costs and expenses to the Landlord [Intentionally Deleted] within fifteen (15) days of written demand therefor. Notwithstanding anything else herein contained, this indemnity shall survive the expiry or earlier termination of the Term. The Landlord shall promptly indemnify and save the Tenant harmless from any and all liabilities, damages, penaltiescosts, expendituresexpenses, losses claims, suits or chargesactions arising out of any breach, including, violation or non-observance by the Landlord of any of its obligations under the Lease; from any damage to property while such property shall be in or about the Property (excluding however the Leased Premises) including but not limited toto the systems, all costs furnishings and amenities thereof, as a result of investigationthe willful or negligent act or omission of the Landlord, monitoringits employees, legal representationagents, remedial responseinvitees or licensees; and from any injury to any employee, removalagent, restoration invitee or permit acquisition licensee, of the Landlord, including but not limited to death resulting at any kind whatsoevertime therefrom, which may now occurring on or about the Property or Project or any part thereof (excluding however the Leased Premises), the whole save and except where such liabilities, damages, costs, expenses, claims, suits or actions in the future question are insured against or required to be undertaken, suffered, paid, awarded, assessed, or otherwise incurred insured against by the Lender Tenant pursuant to the provisions of Section 9.01 of this Lease, in which case the foregoing indemnification by the Landlord shall not apply and Landlord will be released from any such claims by the Tenant. In the event the foregoing indemnity does apply, where applicable the Landlord shall, at its sole option, either pay all such costs and expenses to the Tenant within fifteen (15) days of written demand therefor or deduct the amount of such costs and expenses against any other Person affiliated with amounts owing or becoming due to the Lender Landlord by the Tenant. Notwithstanding anything else herein contained, this indemnity shall survive the expiry or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (a) the use earlier termination of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensTerm.

Indemnity. Borrower agrees to(a) In connection with the registration of the Registrable Securities pursuant to Clause 2.2, and agrees to cause 2.3 or 2.4 hereof, the Loan Parties to, indemnify, defend Company will indemnify and hold harmless harmless, (i) each Selling Holder and the Lender from partners (which shall include any partners of the partners), officers, directors, shareholders, affiliates, legal counsel and accountants for each such Selling Holder, (ii) any underwriter of such Registrable Securities thereunder and (iii) each person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any and all liabilitieslosses, claims, damages, penalties, expenditures, losses or charges, expenses (including, but not limited towithout limitation, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration reasonable attorneys’ fees and disbursements) or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessedliabilities (joint, or otherwise incurred by several), to which such seller, underwriter or controlling person may become subject under the Lender Securities Act, Exchange Act or other federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3actions in respect thereof) relating to, resulting from or arising arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the use of registration statement under which such Registrable Securities were registered under the Improvements for the storageSecurities Act pursuant to Clause 2.2, treatment2.3 or 2.4 hereof, generationincluding any preliminary prospectus or final prospectus contained therein, transportation, processing, handling, production or disposal of any Hazardous Substance amendment or as a landfill or other waste disposal sitesupplement thereto, (b) the presence omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of any Hazardous Substance the circumstances under which they were made, or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) any violation or alleged violation by the failure Company or its agents of any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state law, applicable to promptly undertake the Company or its agents and diligently pursue relating to completion action or inaction required of the Company in connection with such registration (each, a “Violation”), and the Company will reimburse each such Selling Holder, partner (including the partners of such partner), officer, director, legal counsel, accountant, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action, or Violation; provided, however, that the indemnity agreement contained in this Clause 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; provided, further, that the Company shall not be liable to any Selling Holder, underwriter or controlling person for any such loss, claim, damage, liability or action to the extent that it arises out of or is based on a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder, underwriter or controlling person expressly as stated in writing for use in connection with such registration. The indemnity provided for in this Clause 2.7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder, underwriter or controlling person and shall survive transfer of such securities by such Selling Holder. (b) Each Selling Holder will indemnify and hold harmless the Company, its directors, each officer who has signed the registration statement, legal counsel and accountants, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter and each person who controls any underwriter, and any other Selling Holder or any of its partners, officers, directors, shareholders or affiliates, or any person who controls such Selling Holder, against all reasonably appropriate losses, claims, damages, expenses (including without limitation, reasonable attorneys’ fees and disbursements) or legally required investigativeliabilities (joint or several), containmentto which the Company or such officer, removaldirector, clean up and underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or other remedial federal or state law, insofar as such losses, claims, damages or liabilities (or actions with in respect to a Release thereof) arise out of or the threat are based upon (a) any untrue statement or alleged untrue statement of a Release material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, however, that the indemnity agreement contained in this Clause 2.7(b) shall not apply to amounts paid in settlement of any Hazardous Substance onsuch loss, at claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; provided, further, that such Selling Holder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Selling Holder expressly as stated in a writing for use in connection with such registration. In no event shall any indemnity under this Clause 2.7(b) exceed the net proceeds from the Improvementsoffering received by such Selling Holder. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, (d) human exposure such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any Hazardous Substance, noises, vibrations or nuisances of whatever kind liability which it may have to such indemnified party other than under this Clause 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Clause 2.7 if and to the extent the same arise indemnifying party is materially prejudiced by such omission. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the condition indemnifying party to such indemnified party of its election so to assume and undertake the defense, the indemnifying party shall not be liable to such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expense and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution to joint liability in any case in which either (i) a claim for indemnification is made pursuant to this Clause 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration or time to appeal or the denial of the Improvements last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or (ii) contribution under the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation Securities Act may be required on the part of any applicable Environmental Lawsuch person seeking indemnity under the terms of this Clause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (fafter contribution from others) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in such proportion so that such person is responsible for the portion represented by the percentage that the public offering price of the Registrable Securities held by such person and offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that in any representation such case, no person or warranty entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or a material breach entity who was not guilty of or failure to perform such fraudulent misrepresentation and; provided, further, that in no event shall any covenant made contribution under this Clause 2.7(d) on the part of any seller exceed the net proceeds received by Borrower such seller in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Lienssuch offering.

Indemnity. Borrower agrees to(a) Whether or not the transactions contemplated hereby shall be consummated, and each Credit Party agrees to cause the Loan Parties todefend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless the Lender harmless, Lender, its Affiliates and its and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), 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, claimsobligations, losses, damages (including natural resource damages), penalties, expendituresclaims (including environmental claims), losses or charges, including, but not limited to, all costs (including the costs of any investigation, monitoringstudy, legal representationsampling, remedial responsetesting, abatement, cleanup, removal, restoration remediation or permit acquisition other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any hazardous materials activity), expenses and disbursements of any kind whatsoeveror nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, which 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 indemnity), whether direct, indirect 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 now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or in any manner relating to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, resulting from or arising out of (ai) this Agreement or the 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 Improvements for the storageproceeds thereof, treatment, generation, transportation, processing, handling, production or disposal any enforcement of any Hazardous Substance or as a landfill or other waste disposal site, of the Transaction Documents (b) including the presence enforcement of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 guaranty of the Improvements Obligations)) or the ownership(ii) any environmental claim or any hazardous materials activity relating to or arising from, usedirectly or indirectly, any past or present activity, operation, saleland ownership, transfer or conveyance thereofpractice of the Borrower or any of its Subsidiaries. Infinity Energy Resources, (e) a violation Inc. Infinity Oil and Gas of any applicable Environmental LawTexas, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach Inc. Infinity Oil & Gas of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeWyoming, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liens.Inc.

Indemnity. Borrower agrees to, and The Seller hereby agrees to cause indemnify the Loan Parties toBuyer and each of its officers, indemnifydirectors, defend employees and hold harmless the Lender agents (“Indemnified Parties”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses judgments, suits, taxes (including stamp, excise, sales or chargesother taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income or similar taxes of the Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, but not limited towithout limitation, all costs 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 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, assessedconnection with, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, this Agreement or any Transactions thereunder 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 Indemnified Amounts resulting from the gross negligence or willful misconduct of any 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 Loans 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, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (a) the use including reasonable attorneys’ fees), actual out-of-pocket loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the Improvements for the storageaccount debtor or obligor thereunder, treatment, generation, transportation, processing, handling, production or disposal arising out of a breach by Seller of any Hazardous Substance obligation thereunder or as a landfill or other waste disposal site, (b) the presence arising out of any Hazardous Substance other agreement, indebtedness or a Release liability at any time owing to or the threat in favor of a Release of any Hazardous Substance on, at such account debtor or obligor or its successors from the Improvements, (c) the failure Seller. Seller also agrees to promptly undertake reimburse Buyer as and diligently pursue to completion when billed by Buyer for all reasonably appropriate or legally required investigative, containment, removal, clean up Buyer’s actual costs and other remedial actions out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, Purchased Loans (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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, those incurred pursuant to Section 28 hereof) and the enforcement or the preservation of Buyer’s rights under this Agreement or any sums which Transaction contemplated hereby, including without limitation the Lender deems necessary or desirable to expend to protect reasonable fees and disbursements of its Lienscounsel. Seller hereby acknowledges that, the obligation of Seller under this Agreement is a recourse obligation of Seller.

Indemnity. (1) Without prejudice to the terms and provisions of the Facility Documents, the Borrower agrees to, shall indemnify the Bank and agrees to cause any such Receiver and shall hold the Loan Parties to, indemnify, defend Bank and hold such Receiver harmless the Lender from and against any and all liabilitiesactions, losses, claims, proceedings, demands, liability, costs (including legal costs on a full indemnity basis), or expenses, which the Bank and such Receiver may sustain, suffer or incur as a consequence of the non-payment of any moneys payable under the Facility Documents, and by reason of any failure by the Borrower to perform its obligations under the Facility Document to which it is a party, or in the exercise or purported exercise by the Bank and/or such Receiver of any rights, powers, remedies, authorities or discretions vested in the Bank and/or such Receiver under or pursuant to the Facility Documents, and a certificate of the Bank and/or such Receiver is conclusive and binding upon the Borrower. (2) Without prejudice to any provisions herein, the Borrower shall on demand indemnify the Bank and hold the Bank harmless from the against all actions, proceedings, losses, damages, expenses, penalties, expenditurescosts, losses claims or charges, including, but not limited to, all costs of investigation, monitoringliabilities whatsoever, legal representationor otherwise and whether in contract tort or otherwise which the Bank may sustain, remedial response, removal, restoration suffer or permit acquisition incur as a consequence of:- any cancellation or failure of the Borrower to draw the whole or any part of the banking facilities whether by reason of non-fulfillment of any kind whatsoever, which may now of the conditions precedent for drawdown or the Borrower purporting to revoke a notice requesting for drawdown thereof; or any prepayment of the banking facilities or any part thereof; or any default in the future be undertaken, suffered, paid, awarded, assessedpayment of any principal money when due, or otherwise incurred by the Lender (any interest accrued thereon, or any other Person affiliated with amounts payable under the Lender Facility Documents; or representing any receipt or acting for recovery by the Lender Bank of all or at the Lender’s behest, or with a claim any part of any overdue sum otherwise than on the Lender due date of payment therefore; or to whom the Lender has liability or responsibility occurrence of any sort related Event of Default and the accelerated repayment of the Outstandings pursuant thereto, such losses, damages, expenses, penalties, costs, claims or liabilities shall include but not be limited to this Section 9.3such amount as the Bank shall certify (such certification being conclusive and binding upon the Borrower save for any manifest error) relating to, resulting from or arising out of as being necessary to compensate the Bank for (a) the use any actual loss of the Improvements for the storageinterest (including loss of margin), treatmentcommission or fee incurred on account of such default, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, and (b) the presence any costs, interest, commission or fees paid or payable on account of any Hazardous Substance funds borrowed in order to carry or a Release maintain any unpaid amount, including without limitation and break-funding costs or any other funding or carrying costs and/or losses which the threat Bank shall certify in connection with the acquisition or liquidation of a Release deposits acquired by the Bank to make or maintain the banking facilities or any part thereof, or any funding or carrying costs and/or losses in connection with the re-employment of any Hazardous Substance on, at or from funds during the Improvements, (c) the failure to 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 remainder of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its Liensterm/loan period.

Indemnity. Borrower agrees to5 A. To the maximum extent permitted by law, and agrees but subject to cause the Loan Parties toSection 16.08 hereof, 6 Tenant shall indemnify, defend and hold harmless Landlord and all Landlord Parties from and against 7 any and all claims against any of such parties arising from (i) the Lender use or occupancy of the Demised 8 Premises or any business therein or related thereto, (ii) any work or thing whatsoever done, or any 9 condition created (other than by Landlord, its employees, agents or contractors) in or about the Demised 10 Premises, (iii) any negligent act or omission, or willful misconduct, of Tenant or any Tenant Party, 11 whether resulting in injury or death to persons or damage to property or otherwise, or (iv) any business 12 activities of Tenant or any Tenant Party, including without limitation marketing or promotional activities 13 and the manufacture, sale or condition of any merchandise sold, distributed or licensed by or on behalf of 14 Tenant or any Tenant Party, whether from or at the Demised Premises or another location; except, in 15 each case, to the extent that any such claim results from the negligence or willful misconduct of 16 Landlord or any other Landlord Party; together with, in the case of clauses (i), (ii), (iii), and (iv) of this 17 sentence, all costs, expenses and liabilities incurred in or in connection with each such claim or action or 18 proceeding brought thereon, including all reasonable attorneys' fees and expenses. 19 B. To the maximum extent permitted by law, but subject to Section 16.08 hereof, 20 Landlord shall indemnify, defend and hold harmless Tenant and the Tenant Parties from and against any 21 and all claims against any of such parties arising from (i) Landlord’s breach of Section 32.22B hereof 22 with respect to the REOA or (ii) any negligent act or omission, or willful misconduct of Landlord, its 24 to the extent that any such claim results from the negligence or willful misconduct of Tenant; in each 25 case together with all costs, expenses and liabilities incurred in or in connection with each such claim or 26 action or proceeding brought thereon, including all reasonable attorneys' fees and expenses. 27 C. If any claim that is within the scope of any indemnity set forth in this Lease is 28 asserted against any indemnified party, then the indemnified party shall give prompt Notice (each, an 29 "Indemnified Party Notice") thereof to the indemnifying party (i.e., within a time period so as not to 30 prejudice the indemnifying party's or its insurer's ability to defend effectively any action or proceeding 31 brought on such claim) and the indemnifying party shall have the right to defend and control the defense 32 of any action or proceeding brought on such claim with counsel chosen by the indemnifying party, 33 subject to the approval of the indemnified party (such approval not to be unreasonably withheld), or by 34 the indemnifying party's insurance company. If the indemnified party fails promptly to deliver the 35 Indemnified Party Notice, the indemnifying party shall continue to be liable within the scope of the 36 indemnity provided herein, provided, however, the indemnifying party shall not be liable for such loss 37 sustained by any indemnified party as a result of the failure by the indemnified party to promptly deliver 38 to the indemnifying party the Indemnified Party Notice. If the indemnified party shall not afford the 39 indemnifying party the right to defend and control the defense of any such action or proceeding then the 40 indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with 41 respect to such action or proceeding or other actions or proceedings involving the same or related facts. 42 If the indemnifying party shall defend any such action or proceeding, then: 43 (i) the indemnified party shall cooperate with the indemnifying party (or its 44 insurer) in the defense of any such action or proceeding in such manner as the indemnifying party (or its 45 insurer) may from time to time reasonably request and the indemnifying party shall not be liable for the 46 costs of any separate counsel employed by the indemnified party; 1 (ii) the indemnified party shall not be liable for any settlement made without 2 the indemnified party's consent; 3 (iii) if such action or proceeding can be settled by the payment of money and 4 without the need to admit liability on the indemnified party's part, then the indemnifying party shall have 5 the right to settle such action or proceeding without the indemnified party's consent and the indemnifying 6 party shall have no further obligation under the applicable indemnity set forth in this Lease with respect to 7 such action or proceeding or other actions or proceedings involving the same or related facts if the 8 indemnified party refuses to agree to such a settlement; and 9 (iv) if such action or proceeding cannot be settled merely by the payment of 10 money and without the need to admit liability on the indemnified party's part, then the indemnifying party 11 shall not settle such action or proceeding without the indemnified party's consent (which consent shall not 12 be unreasonably withheld or delayed) and if the indemnified party unreasonably withholds or delays its 13 consent to any such settlement, then the indemnifying party shall have no further obligation under the 14 applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or 15 proceedings involving the same or related facts. 16 D. If an indemnifying party shall, in good faith, believe that a claim set forth in an 17 Indemnified Party Notice is not or may not be within the scope of the indemnifying party's indemnity set 18 forth in this Lease then, pending determination of that question, the indemnifying party shall not be 19 deemed to be in default under this Lease by reason of its failure or refusal to indemnify and hold 20 harmless any indemnified party therefrom or to pay such costs, expenses and liabilities, claimsbut if it shall be 21 finally determined by a court of competent jurisdiction or by arbitration in accordance with Article 25 22 that such claim was within the scope of such indemnifying party's indemnity set forth in this Lease, damagesthen 23 such indemnifying party shall be liable for any judgment or reasonable settlement and any reasonable 24 legal fees and expenses incurred by the party entitled to indemnity hereunder. The provisions of this 25 Section 16.01 shall survive the expiration or earlier termination of this Lease. 27 (i) Notwithstanding any provisions of this Lease to the contrary, penalties, expenditures, losses or charges, including, but Landlord 28 shall not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition be liable to Tenant for Consequential Damages of any kind whatsoever, which may now or nature (including Consequential 29 Damages in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out respect of (a) the any loss of use of the Improvements for the storageDemised Premises or any Alterations or otherwise, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, 30 (b) any loss of use of, or rents from, the presence Building or any part thereof) in any event whatsoever, even if 31 arising from any act, omission or negligence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at Landlord or from the Improvementsbreach by Landlord of its 32 obligations under this Lease. 33 (ii) Notwithstanding any provisions of this Lease to the contrary, except as 34 expressly provided in Section 22.02B hereof, Tenant shall not be liable to Landlord for Consequential 35 Damages of any kind or nature (cincluding Consequential Damages in respect of (i) any loss of use of the failure to promptly undertake and diligently pursue to completion all reasonably appropriate 36 Demised Premises or legally required investigativeany Alterations or otherwise, containmentor (ii) any loss of use of, removalor rents from, clean up and other remedial actions the Building or 37 any part thereof) in any event whatsoever, even if arising from any act, omission or negligence of Tenant 38 or from the breach by Tenant of its obligations under this Lease. 39 F. In connection with any claim or demand with respect to a Release which Tenant is the 40 indemnifying party in accordance with Section 16.01A (even if such claim or demand is groundless, 41 false or fraudulent), Tenant shall not, without obtaining express advance permission from the General 42 Counsel of the Port Authority, raise, assert or maintain any defense involving in any way the jurisdiction 43 of the tribunal over the person of the Port Authority; the immunity of the Port Authority, its 1 Commissioners, officers, agents or employees, the governmental nature of the Port Authority, or the threat of a Release 2 provisions of any Hazardous Substance on, at or from statutes regarding suits against 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensPort Authority.

Indemnity. Borrower agrees toSubject to the limitations in subsection 9.2 with respect to the matters specified therein, and without duplication of the provisions of the Environmental Indemnity Agreement, Section 2.11 of the Aircraft Security Agreement and Section 3.06 of the Spare Engine Security Agreement, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to cause the Loan Parties todefend, indemnify, defend pay and hold harmless the Lender Agent, the Issuing Bank and the Lenders, and the officers, directors, employees, agents and affiliates of the Agent, the Issuing Bank and the Lenders (collectively called the "INDEMNITEES") from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may now or in the future be undertakenimposed on, suffered, paid, awarded, assessedincurred by, or otherwise incurred by the Lender (or asserted against any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestsuch Indemnitee, or with a claim on the Lender or to whom the Lender has liability or responsibility of in any sort related to this Section 9.3) relating to, resulting from or manner arising out of this Agreement or the other Loan -104- 112 Documents or the transactions contemplated hereby or thereby (a) including without limitation the Lenders' agreement to make the Loans hereunder or the use or intended use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal proceeds of any Hazardous Substance of the Loans) or as a landfill the statements contained in the commitment letter delivered by the Agent, the Issuing Bank or other waste disposal site, (b) any Lender to the presence Company with respect thereto or any breach or default by the Company or any Loan Party of any Hazardous Substance or a Release or provision of the threat of a Release of Loan Documents (collectively called the "INDEMNIFIED LIABILITIES"); provided that the Company shall not have any Hazardous Substance on, at or from the Improvements, (c) the failure obligation to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions any Indemnitee hereunder 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 Indemnified Liabilities to the extent the same such Indemnified Liabilities arise (i) solely from the condition gross negligence or willful misconduct of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereofthat Indemnitee as determined by a final judgment of a court of competent jurisdiction, (eii) a violation constitute ordinary and usual operating or overhead expenses of any applicable Environmental Law, an Indemnitee (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeexcluding, without limitation, costs and expenses of any sums which outside counsel, consultant or agent) and (iii) arise out of the Lender deems necessary breach of any obligation or desirable representation of an Indemnitee in this Agreement or any other Loan Document. To the extent that the undertaking to expend 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, the Company shall contribute the maximum portion that it is permitted to protect its Lienspay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. Borrower agrees toArticle 13 of the Lease is hereby deleted in its entirety and replaced with the following: 13.1. Notwithstanding Tenant’s obligation to provide and maintain insurance, and agrees to cause the Loan Parties toTenant shall defend, indemnify, defend indemnify and hold harmless the Lender Landlord, and its directors, officers, employees, agents, successors, assigns and affiliates from and against any and all liabilities, claims, damages, penaltiescosts, expendituresexpenses, losses or chargesliabilities, actions, suits, fines and penalties (including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition without limitation reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, which may now suffered or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestof such indemnified parties, or 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, resulting from based upon or arising out of any third party claim for personal injury (aincluding death), suffered by any person (including employees of Tenant) and loss of or damage to any property (including loss of use thereof), in either case proximately caused by or arising out of Tenant’s use or occupancy of the Premises including, without limitation (i) acts or omissions of Tenant or its agents or employees or (ii) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal breach of any Hazardous Substance covenant, representation or as a landfill or other waste disposal sitewarranty of Tenant contained in this Lease. Nothing in this indemnity shall require Tenant to defend, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance onindemnify and/or hold Landlord from and against claims, at or from the Improvementsdamages, (c) the failure to promptly undertake costs, expenses, liabilities, actions, suits, fines 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 penalties to the extent the same arise are caused by L▇▇▇▇▇▇▇’s negligence or willful misconduct. 13.2. Landlord shall defend, indemnify and hold harmless Tenant and its directors, officers, employees, agents, successors, assigns and affiliates from the condition and against all claims, damages, costs, expenses, liabilities, actions, suits, fines and penalties (including without limitation reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, suffered or incurred by any of such indemnified parties, based upon or arising out of any third party claim for personal injury (including death), suffered by any person (including employees of Landlord) and loss of or damage to any property (including loss of use thereof), in either case proximately caused by or arising out of the Improvements following: (i) acts or omissions of Landlord, or its agents, employees or contractors or (ii) the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation breach of any applicable Environmental Lawcovenant, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower Landlord contained in this AgreementLease only after written notice thereof and reasonable opportunity to cure. Such costs or other liabilities incurred Nothing in this indemnity shall require Landlord to defend, indemnify and/or hold Tenant harmless from and against claims, damages, costs, expenses, liabilities, actions, suits, fines and penalties to the extent the same are caused by the Lender acts or other Person described omissions of Tenant, its invitees, customers, agents, employees or contractors. 13.3. In the event of a claim covered by an indemnity hereunder, the damaged party shall promptly notify the indemnifying party in this Section 9.3 writing of such claim, and the indemnifying party shall be deemed thereupon either pay or undertake to includedefend such claim on behalf of the damaged party, without limitationand the indemnifying party shall hold the damaged party free and harmless from such claim. If the indemnifying party fails to pay or to undertake to defend against such claim, any sums then the damaged party may either pay, settle or contest such claim, in which case the Lender deems necessary indemnifying party shall reimburse the damaged party for all reasonable payments made and all reasonable costs and expenses, including reasonable attorney’s fees, incurred in connection with the settlement or desirable to expend to protect its Lienscontest of such claim, and shall hold the damaged party free and harmless therefrom.”

Indemnity. Borrower agrees to, and Each Guarantor agrees to cause the Loan Parties to, indemnify, defend indemnify and hold harmless the Lender Administrative Agent and the Lenders and their respective officers, employees, agents, attorneys and representatives (singularly, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any loss, cost, liability, damage or expense (including the reasonable fees and out-of-pocket expenses of counsel to the Indemnified Parties, including all liabilities, claims, damages, penalties, expenditures, losses or charges, including, 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 local counsel hired by such counsel) (“Claim”) incurred by the Lender (Indemnified Parties in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other Person affiliated statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of such Guarantor or its agents or arises in connection with the Lender duties, obligations or representing performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or acting for receiving or taking any other action with respect to this Agreement and all documents, items and materials contemplated thereby even if any of the Lender foregoing arises out of an Indemnified Party’s ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of each Guarantor to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement and the Lender’s behestpayment of all indebtedness of the Borrower under the Credit Agreement, or with a claim on the Lender or to whom the Lender has liability or responsibility of provided that no Guarantor shall have any sort related to obligation under this Section 9.3) relating to, resulting from or to a Lender with respect to any of the foregoing arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production gross negligence or disposal willful misconduct of any Hazardous Substance or as a landfill or other waste disposal siteLender. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Guarantors of such Claim (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the but failure to 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 do so shall not affect 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 indemnification herein made except to the extent the same arise from the condition of the Improvements or actual harm caused by such failure). The Indemnified Party shall have the ownershipright to employ, useat the Guarantors’ expense, operation, sale, transfer or conveyance thereof, (e) a violation counsel of the Indemnified Parties’ choosing and to control the defense of the Claim. The Guarantors may at their expense also participate in the defense of any applicable Environmental Law, (f) non-compliance Claim. Each Indemnified Party may employ separate counsel in connection with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure Claim to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend extent such Indemnified Party believes it reasonably prudent to protect its Lienssuch Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON THE ADMINISTRATIVE AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Borrower agrees toTenant hereby releases all Indemnified Parties, and agrees to cause the Loan Parties toshall indemnify, indemnifyprotect, defend and hold the Indemnified Parties harmless the Lender from and against any and all liabilitiesclaims, claimsjudgments, damages, penaltiesliabilities, expenditureslosses, losses or chargessums paid in settlement of claims, costs and expenses (including, but not limited to, all costs reasonable attorneys’ fees and litigation costs), obligations, liens and causes of investigationaction, monitoringwhether threatened or actual, legal representationdirect or indirect (collectively, remedial response, removal, restoration or permit acquisition of any kind whatsoever“Claims”), which may now arise in any way, directly or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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 toindirectly, resulting from or arising out of (a) in connection with, in whole or in part, Tenant’s or Tenant’s Parties’ activities in, on or about the use of the Improvements for the storagePremises or Project, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includeincluding, without limitation, Tenant’s breach or default of any sums obligation of Tenant to be performed under the terms of this Lease, the conduct of Tenant’s business, the nonobservance or nonperformance of any law, ordinance or regulation or the negligence or misconduct of Tenant or Tenant’s Parties, the buildings and improvements located on the Project becoming out of repair, the leakage of gas, oil, water, steam or electricity emanating from their usual conduits, or due to any cause whatsoever; except injury to persons or damage to property the sole cause of which is the Lender deems necessary active, gross negligence or desirable willful misconduct of Landlord, or the wrongful failure of Landlord to expend repair any part of the Project which Landlord is obligated to protect its Liensrepair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Landlord shall not be liable to Tenant for any damages arising from any act, omission or neglect of any other tenant in the Project. Tenant acknowledges and agrees that notwithstanding anything to the contrary contained in this Lease, all property stored or placed by Tenant or Tenant’s Parties (or anyone claiming by, through or under Tenant or Tenant’s Parties), in or about the Premises or Project will be so stored or placed at the sole risk of Tenant and in no event shall Landlord be liable to Tenant or any other party for any loss, theft, damage, or destruction to such property. In addition to the indemnity set forth above, ▇▇▇▇▇▇ hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all Claims that arise from, or are in any way related to, the loss, theft, damage, or destruction of any such property.

Indemnity. Borrower agrees toWhether or not the transactions contemplated hereby are consummated, the Credit Parties, jointly and agrees severally, agree to cause the Loan Parties to, indemnify, defend pay and hold harmless each Lending Party and any subsequent holder of any of the Lender Notes or any other Obligation, and each of such Person’s officers, directors, employees, attorneys, agents and Affiliates (collectively, the “Indemnitees”) from and against any and all liabilities, claimsobligations, losses, damages, penalties, expendituresactions, losses or chargesjudgments, includingsuits, but not limited toclaims, all costs of investigationcosts, monitoring, legal representation, remedial response, removal, restoration or permit acquisition expenses and disbursements of any kind whatsoeveror nature whatsoever (including the fees and disbursements of counsel for such Indemnitee and the allocated cost of internal legal staff) in connection with any claim, investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of any Credit Party, and the expenses of investigation by experts, engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by any Lending Party) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the Loan Documents or the other Related Transactions Documents (including, without limitation, (i)(A) as a direct or indirect result of the presence on or under, or Release from, any Real Property now or in the future be undertakenpreviously owned, suffered, paid, awarded, assessed, leased or otherwise incurred operated by the Lender (any Credit Party of any Hazardous Materials or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behestHazardous Materials contamination, or with a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3(B) relating to, resulting from or arising out of (a) or relating to the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or offsite disposal of any Hazardous Substance Materials generated or as a landfill present on any such Real Property or other waste disposal site, (bC) arising out of or resulting from the presence environmental condition of any Hazardous Substance or a Release such Real Property or the threat of a Release applicability of any governmental requirements relating to Hazardous Substance onMaterials, at whether or from not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Credit Party, and (ii) proposed and actual Extensions of Credit under this Agreement) and the Improvementsuse or intended use of any Extension of Credit or the proceeds thereof, (c) except that the failure Credit Parties shall have no obligation hereunder to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions an Indemnitee with respect to a Release or the threat of a Release of any Hazardous Substance on, at or liability resulting solely from the Improvementsgross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, (d) human exposure each Credit Party shall contribute the maximum portion which it is permitted to any Hazardous Substance, noises, vibrations or nuisances of whatever kind pay and satisfy under Applicable Law to the extent the same arise from the condition payment and satisfaction of the Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other all such indemnified liabilities incurred by the Lender Indemnitees or any of them. Without limiting the generality of any provision of this Section, to the fullest extent permitted by law, each Credit Party hereby waives all rights for contribution or any other Person described in this Section 9.3 shall be deemed rights of recovery with respect to includeliabilities, without limitationlosses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any sums which Indemnitee, except to the Lender deems necessary extent that such items are finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or desirable to expend to protect its Lienswillful misconduct of such Indemnitee.

Indemnity. Borrower agrees to(1) The Corporation undertakes to indemnify and hold harmless each of the Agent and the Paying Agents against all losses, liabilities, costs (including, without limitation, legal fees and agrees expenses), expenses, claims, actions or demands which the Agent or any Paying Agent, as the case may be, may reasonably incur or which may be made against the Agent or any Paying Agent, as a result of or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of the Agent or any Paying Agent under this Agreement except such as may result from its own gross negligence, bad faith or failure to cause comply with its obligations hereunder or that of its officers, employees or agents. (2) Each of the Loan Parties to, indemnify, defend Agent and the Paying Agents shall severally indemnify and hold harmless the Lender from and Corporation against any and all liabilitiesloss, claimsliability, damages, penalties, expenditures, losses or charges, costs (including, 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, 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 waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to 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 Improvements or the ownership, use, operation, sale, transfer or 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 or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, legal fees and expenses), expense, claim, action or demand which it may reasonably incur or which may be made against it as a result of such Agent's or Paying Agent's own negligence, bad faith or material failure to comply with its obligations under this Agreement or that of its officers, employees or agents. (3) If, under any sums applicable law and whether pursuant to a judgment being made or registered or in the liquidation, insolvency or analogous process of any party hereto or for any other reason, any payment under or in connection with this Agreement is made or fails to be satisfied in a currency (the "Other Currency") other than that in which the Lender deems necessary relevant payment is expressed to be due (the "Required Currency") under this Agreement, then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the payee to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or desirable analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the payee falls short of the amount due under the terms of this Agreement, the payor shall, as a separate and independent obligation, indemnify and hold harmless the payee against the amount of such shortfall. For the purpose of this Clause 26, "rate of exchange" means the rate at which the payee is able on the relevant date to expend to protect its Lienspurchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange.

Indemnity. Borrower agrees to, The Makers shall jointly and agrees to cause the Loan Parties to, indemnify, defend severally indemnify and hold harmless the Lender Lender, its successors, assigns, officers, shareholders, agents and employees, from and against any and all liabilitiesclaims, claimsactions, suits, proceedings, costs, expenses, damages, penaltiesfines, expenditures, losses or chargespenalties and liabilities, including, but not limited towithout limitation, all costs of investigationreasonable attorneys’ fees and costs, monitoringarising out of, legal representation, remedial response, removal, restoration connected with 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 (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or 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, resulting from or arising out of (a) the use this Note or any of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal siteLoan Instruments, (b) the presence Lender’s preservation or attempted preservation of any Hazardous Substance or a Release or of the threat collateral taken pursuant to any of a Release of any Hazardous Substance onthe Loan Instruments, at or from the Improvements, and/or (c) any failure of the failure security interests and liens granted to promptly undertake the Lender pursuant to the Loan Instruments to be or to remain perfected or to have the priority as contemplated herein and diligently pursue in the Loan Instrument; provided, however, the Makers shall not have any obligation to completion all reasonably appropriate or legally required investigativeindemnify the Lender for any such claims, containmentactions, removalsuits, clean up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance onproceedings, at or from the Improvementscosts, (d) human exposure to any Hazardous Substanceexpenses, noisesdamages, vibrations or nuisances of whatever kind fines, penalties and/or liabilities to the extent the same arise have been caused by or have arisen solely and completely from any gross negligence or willful misconduct committed by the Lender. At the Lender’s request, the Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Lender in any such action, plus all attorneys’ fees and costs related thereto to the extent permitted by applicable law; provided, however, that the Lender shall give the Makers (to the extent the Lender seeks indemnification from the condition Makers under this section) prompt written notice of any such claim, demand or suit after the Lender has received written notice thereof, and the Lender shall not settle any such claim, demand or suit, if the Lender seeks indemnification therefor from the Makers, without first giving notice to the Makers of the Improvements or Lender’s desire to settle and obtaining the ownershipconsent of the Makers to the same, use, operation, sale, transfer or conveyance thereof, (e) a violation which consent the Makers hereby agree not to unreasonably withhold. All obligations 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 the Makers under this section shall survive the payment of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any sums which the Lender deems necessary or desirable to expend to protect its LiensNote.

Indemnity. The Borrower agrees toshall indemnify the Administrative Agent, each Joint Lead Arranger and each Lender, and agrees to cause each Related Party of any of the Loan Parties toforegoing Persons (each such Person being called an “Indemnitee”) against, indemnify, defend and hold each Indemnitee harmless the Lender from and against from, any and all liabilitiesLiabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (not to include allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries; provided that any such losses, claims, damages, penalties, expenditures, losses or charges, including, but not limited to, all costs liabilities and expenses arise out 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, assessedconnection with such Indemnitee’s acting as Administrative Agent or a Lender under this Agreement, or otherwise incurred by (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Lender (foregoing, whether based on contract, tort or any other Person affiliated with theory, whether brought by a third party or by the Lender Borrower or representing or acting for any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity set forth in the Lender or at the Lender’s behest, or 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, resulting from or arising out of foregoing clauses (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 waste disposal sitei), (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvementsii), (ciii) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or legally required investigative(iv) shall not, 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 as to any Hazardous SubstanceIndemnitee, noises, vibrations or nuisances of whatever kind be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to (x) have resulted from (A) the same arise from the condition willful misconduct or gross negligence of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit such Indemnitee or (gB) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of the funding obligation of such Indemnitee or failure any of such Indemnitee’s Affiliates hereunder, or (y) have not resulted from an act or omission by the Borrower or any of its Affiliates and have been brought by an Indemnitee against any other Indemnitee (other than any claims against the Administrative Agent or the Joint Lead Arrangers in their capacities or in fulfilling their roles as a Joint Lead Arranger or the Administrative Agent hereunder). The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to perform settle any covenant made by claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. Anything in this Section 9.3(c) to the contrary notwithstanding, the Borrower shall not be liable for the fees and expenses of more than one primary outside counsel for all Indemnitees in connection with the defense of any action for which indemnification is sought hereunder (provided that if there is an actual or perceived conflict of interest among the Indemnitees, the Borrower shall be liable for the fees and expenses of one additional counsel and if necessary, a single firm of local counsel to the Indemnitees in each appropriate jurisdiction). The Borrower shall have no obligation to any Indemnitee under this Section 9.3(b) for matters for which such Indemnitee has been fully compensated pursuant to any other provision of this Agreement. Such costs or This Section 9.3(b) shall not apply with respect to Taxes other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to includethan any Taxes that represent losses, without limitationclaims, damages, etc. arising from any sums which the Lender deems necessary or desirable to expend to protect its Liensnon-Tax claim.