Common use of Indemnity Clause in Contracts

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to the payment of expenses pursuant to Section 9.2pay, whether or not the transactions contemplated hereby shall be consummatedprotect, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay indemnify and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified LiabilitiesParties or the Property, IN ALL CASESand arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, IN WHOLE OR IN PARTrelease or threat of release of, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation or exposure to any Indemnitee hereunder Hazardous Material on, in, under or affecting all or any portion of the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out of or related to Hazardous Material on the Property; (iv) any acts or omissions that exacerbate an existing condition at the Property and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with respect to the terms and conditions of this Agreement in all material respects; (vi) a material breach of any Indemnified Liabilities to representation or warranty contained in this Agreement; (vii) the extent such Indemnified Liabilities arise enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees Property or any of themsurrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) To Notwithstanding any provision hereof to the extent permitted by applicable lawcontrary, Indemnitors shall have no party hereto shall assertliability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in or under the Property after the earlier of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and all parties hereto hereby waive(ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors shall have no liability under this Agreement to any Indemnified Party with respect to Costs which result from such Indemnified Party's willful misconduct or gross negligence. In addition to the foregoing, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Obligor shall have no liability pursuant to direct or actual damages) (whether or not the claim therefor this Agreement with respect to costs relating to Hazardous Material which is based on contract, tort or duty imposed by any applicable legal requirement) arising out ofinitially placed on, in connection with, as a result or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in any way related tolieu of, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use enforcement of the proceeds thereof or any act or omission or event occurring in connection therewithMezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and all parties hereto hereby waive, release experts selected by Indemnitor and agree not subject to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe reasonable approval of the Indemnified Parties.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.211.2, whether or not the transactions contemplated hereby shall be consummated, Company the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and Lender and each Agent, their Affiliates and of their respective officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities pursuant to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court Priority of competent jurisdiction in a final non-appealable order of that IndemniteePayments. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 themthem pursuant to the Priority of Payments. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or similar amounts arising from any non-Tax claim. (b) To the fullest extent permitted by applicable law, no party hereto the Borrower shall not assert, and all parties hereto the Borrower hereby waivewaives, any claim against any other parties each Lender and each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan, or the use of the proceeds thereof. None of any Lender or any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. (c) The Borrower also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any way related to, other person in connection with or as a result of this Agreement or any Credit Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waivein each case, release and agree not except to ▇▇▇ upon the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such claim Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that in no event will such damagesLender or Agent, whether or not accrued their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement, any Transaction Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. (d) This Section 11.3 shall survive the termination of the Agreement and whether the resignation or not known or suspected to exist in its favorremoval of the Agents.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Licensee hereby shall be consummated, Company agrees to indemnify, defend (subject by counsel reasonably acceptable to Indemnitees’ selection of counsel), indemnify, pay TSRI) and hold harmlessharmless TSRI and any parent, each Affected Party and each Agent, their Affiliates subsidiary or other affiliated entity of TSRI and their respective officers, partnerstrustees, directors, trusteesofficers, employees employees, scientists, agents, successors, assigns and agents other representatives (eachcollectively, an the “IndemniteeIndemnitees”), ) from and against any all claims, suits, actions, damages, liabilities, losses and all Indemnified Liabilitiesother expenses, IN ALL CASESincluding without limitation reasonable attorney’s fees, WHETHER OR NOT CAUSED BY OR ARISINGexpert witness fees and costs incurred by the Indemnitees, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party claim [***] (collectively “Claim”), that arises out of or relates to the extent such Indemnified Liabilities arise from the gross negligence(a) [***], bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the extent permitted by applicable lawitems described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, no party hereto that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall asserthave the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all parties hereto hereby waiveof their reasonable attorney’s fees, any claim against any other parties costs and their respective Affiliates, directors, employees, attorneys damages incurred in settling or agents, on any theory defending such Claims within thirty (30) days of liability, for special, indirect, consequential or punitive damages (as opposed each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorIndemnitees.

Indemnity. (a) In addition to Except as expressly provided in Section 1.1(g) of the payment of expenses pursuant to Section 9.2Registration Rights Agreement, whether or not the transactions contemplated hereby shall be consummated, Company AIG agrees to defend (subject to Indemnitees’ selection of counsel)indemnify the UST, indemnify, pay and hold harmless, each Affected Party and each Agentthe FRBNY, their respective Affiliates and their respective the directors, officers, partnersemployees, directorsagents, trusteesattorneys, employees accountants and agents other professional advisers of any of the foregoing (eacheach such Person, an “Indemnitee”)) against, from and against to hold each Indemnitee harmless from, any and all Indemnified Liabilitieslosses, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISINGdamages, IN WHOLE OR IN PARTliabilities and related expenses, OUT OF THE COMPARATIVEincluding reasonable counsel fees, CONTRIBUTORYcharges and out-of-pocket disbursements, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding incurred by or asserted against any amounts Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not otherwise payable any Indemnitee is a party thereto (and regardless of whether such matter is initiated by Company under Section 2.16(b)(iiia third party or by AIG or any of its Affiliates); providedprovided that such indemnity shall not, Company shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that such Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in All amounts due under this Section 9.3 may 9.07(a) shall be unenforceable in whole or in part because they are 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 Indemnitees or any of thempayable promptly upon written demand therefor. (b) To the extent permitted by applicable lawLaw, each of the parties to this Agreement agrees that no party hereto to this Agreement shall assert, and all each of the parties hereto to this Agreement hereby waivewaives, in advance, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee of any party to this Agreement, 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, or as a result of, or in this Agreement, any way related toother Transaction Document, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, any of the transactions contemplated hereby or thereby, by any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorforegoing.

Indemnity. (a) In addition 4.1 The Company hereby acknowledges and accepts that the consideration given by the Company to the payment Transferor and the other terms and conditions set out in this Agreement take into consideration certain claims and litigation proceedings which have been made or commenced against the Transferor (and others) as of expenses pursuant to Section 9.2, whether or not the transactions contemplated date of this Agreement and are set out in Schedule B (the “Current Asbestos Claims”). 4.2 The Company hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, and hold harmless, each Affected Party harmless the Transferor from and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents against Indemnifiable Losses of the Transferor in an aggregate amount not to exceed $250,000 per year (each, an the “IndemniteeAsbestos Claims Annual Indemnity Cap”), to the extent such Indemnifiable Losses of the Transferor are based upon, related to, or arise out of or in connection with, the Current Asbestos Claims, provided however that the Asbestos Claims Annual Indemnity Cap shall not apply to the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred by the Transferor in the investigation or defense of any Current Asbestos Claims. 4.3 In addition, each Party shall indemnify, defend, and hold harmless the other Party from and against any and all Indemnifiable Losses of such other Party and its Subsidiaries and Affiliates (each an “Indemnified LiabilitiesParty” and together the “Indemnified Parties”), 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent based upon, related to, arising out of or otherwise in connection with such Party’s breach of this Agreement, except to the extent that such Indemnifiable Losses are based upon, related to, result from or arise out of such Indemnified Liabilities arise from the Party’s (i) breach of this Agreement, (ii) violation of Laws, or (iii) gross negligence, bad faith recklessness or willful misconduct. 4.4 The provisions of Section 4.2 and Section 4.3 shall, 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable Law, be the sole and exclusive remedies of the Parties hereto and the Indemnified Parties, as applicable, for any Indemnifiable Losses, whether arising from statute, principle of common or civil law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory principles of strict liability, for specialtort, indirect, consequential contract 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, otherwise under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorAgreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.28.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay exonerate, defend, pay, and hold harmless, each Affected Party harmless the Agent-Related Persons and each Agent, their Affiliates the Lender-Related Persons (collectively the “Indemnitees” and their respective officers, partners, directors, trustees, employees and agents (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company however, that Borrower shall not have any no obligation hereunder to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined are found in a final non-appealable judgment by a court of competent jurisdiction in to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a final non-appealable order claim under the indemnification provisions of that Indemniteethis Section 8.2. To the extent that the undertakings undertaking to defend, indemnify, pay pay, and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees that is permissible under applicable law or any public policy. The obligations of them. (b) To Borrower under this Section 8.2 shall survive the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory termination 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 and the discharge of Borrower’s other obligations hereunder. This Section 8.2 shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorarising from a non-Tax claim.

Indemnity. (a) In addition Subject to the payment following provisions of expenses pursuant to Section 9.2this Agreement, whether or not the transactions contemplated hereby Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay hold harmless and hold harmless, each Affected Party indemnify Indemnitee against all Expenses and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against Liabilities actually incurred by Indemnitee in connection with any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)Proceeding; provided, however, that no indemnity shall be paid by the Company pursuant to this Agreement: (i) for amounts actually paid to Indemnitee pursuant to one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit or other security or funding arrangement provided by the Company; provided, however, that if it should subsequently be determined that Indemnitee is not entitled to retain any such amount, this clause (i) shall no longer apply to such amount; (ii) in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was in violation of applicable law; (iii) on account of Indemnitee's conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, deliberately dishonest or from which the Indemnitee derives an improper personal benefit; or (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the sale or purchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (b) If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for only a portion (but not, however, for the total amount) of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding, the Company shall not have any obligation to any nevertheless indemnify Indemnitee hereunder with respect to any Indemnified for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the extent such Indemnified indemnification provided for herein in respect of any Expenses or Liabilities arise from the gross negligence, bad faith or willful misconduct, as actually incurred by Indemnitee in connection with any Proceeding is finally 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted prohibited by applicable law, no party hereto then the Company, in lieu of indemnifying Indemnitee, shall assertcontribute to the amount paid or payable by Indemnitee as a result of such Expenses and Liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the events, circumstances, conditions, happenings, actions or transactions from which such Proceeding arose, (ii) the relative fault of the Company (including its other Authorized Representatives) on the one hand and of Indemnitee on the other hand in connection with the events, circumstances and happenings which resulted in such Expenses and Liabilities, such relative fault to be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the events, circumstances and/or happenings resulting in such Expenses and Liabilities, and all parties hereto hereby waive, any claim against (iii) any other parties relevant equitable considerations, it being agreed that it would not be just and their respective Affiliatesequitable if such contribution were determined by pro rata or other method of allocation which does not take into account the foregoing equitable considerations. (c) The indemnification provided herein shall be applicable only to Proceedings commenced after the date hereof, directorsregardless, employeeshowever, attorneys of whether they arise from acts, omissions, facts or agents, on any theory of liability, for special, indirect, consequential circumstances occurring before or punitive damages after the date hereof. (as opposed to direct or actual damagesd) (The indemnification provided herein shall be applicable whether or not the claim therefor negligence of Indemnitee is based on contract, tort alleged 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithproved, and all parties hereto hereby waive, release and agree not regardless of whether such negligence be contributory or sole. (e) Amounts paid by the Company to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected Indemnitee under this Section 4 are subject to exist refund by Indemnitee as provided in its favorSection 8.

Indemnity. (a) In addition Each Grantor jointly and severally agrees to pay upon demand to the payment Collateral Agent the amount of expenses pursuant any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement (including the customary fees and charges of the Collateral Agent for any monitoring or audits conducted by it or on its behalf with respect to Section 9.2the Accounts or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not the transactions contemplated hereby any Indemnitee is a party thereto; provided that such indemnity shall be consummatednot, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted from the gross negligence or willful misconduct of that Indemnitee. 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 are 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 Indemnitees such Indemnitee or any of them. (b) To its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the extent permitted by applicable law, no party hereto other Security Documents. The provisions of this Section 9.18 shall assert, remain operative and all parties hereto hereby waive, any claim against any other parties in full force and their respective Affiliates, directors, employees, attorneys or agents, on any theory effect regardless 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, termination of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinother Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any Revolving Loan or the use of the proceeds thereof Loans, the invalidity or unenforceability of any term or provision of this Agreement or any act or omission or event occurring in connection therewithother Loan Document, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether investigation made by or not accrued and whether on behalf of the Collateral Agent or not known or suspected to exist in its favorany Lender. All amounts due under this Section 9.18 shall be payable on written demand therefor.

Indemnity. Without limiting any other indemnification rights Indemnitee may have, under this Agreement or otherwise, subject only to the exclusions set forth in Section 3 hereof, the Company hereby agrees to hold harmless and indemnify Indemnitee: (a) In addition Against any and all expenses (including attorneys’ fees and expenses incurred in defense or investigation of any claim, including a claim against the Company or Indemnitee with respect to the payment of expenses pursuant to Section 9.2this Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or not investigative (including an action by or in the transactions contemplated hereby shall right of the Company) to which Indemnitee is, was or at any time becomes a party, or is threatened to be consummatedmade a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company agrees to defend as a director, officer, employee or agent of Home Properties of New York, L.P. (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an the “IndemniteePartnership”), from and against any and all Indemnified Liabilitiesthe limited partnership of which the Company is general partner, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are violative of any law other corporation, partnership, joint venture, trust, employee benefit plan 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 Indemnitees or any of them.other enterprise; (b) To Otherwise to the fullest extent as may be permitted to Indemnitee by applicable law, no party hereto shall assert, the Company under the non-exclusivity provisions of Article VII of the By-laws of the Company as in effect on the date hereof and all parties hereto hereby waive, any claim against any other parties subparagraphs (g) and their respective Affiliates, directors, employees, attorneys or agents, on any theory (h) of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not Section 2-418 of 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 Maryland General Corporation Law or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred successor provision; and (c) The Company covenants and agrees to herein or therein, maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the transactions contemplated hereby or thereby, any Revolving Loan or policy currently in effect (the use “D&O Policy”) unless otherwise approved by a majority of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorBoard of Directors of the Company.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company The Trustee agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessthe Financial Institution and its service providers and Central 1 and all of their connected parties, each Affected Party and each Agentincluding, without limitation, their Affiliates and their respective officers, partnersagents, directors, trusteesofficers, employees employees, affiliates, and agents licensees (eachcollectively, an the “IndemniteeIndemnified Parties”), ) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Liabilities, 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 excluding Parties in connection with any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities claim or demand arising out of or connected to the extent such Trustee’s use of the Account. Trustees must assist and cooperate as fully as reasonably required by the Indemnified Liabilities arise from Parties in the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are violative defence of any law such claim 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 Indemnitees or any of themdemand. (b) To Without limiting the extent permitted by applicable lawgenerality of the foregoing, no party hereto shall assertthe Trustee will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and all parties hereto hereby waivedamages, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for specialincluding direct, indirect, and consequential or punitive damages (as opposed to direct or actual damages) (whether or not incurred by the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Indemnified Parties as a result of: i) any of the Indemnified Parties making the Account available to the Trustee; ii) any of the Indemnified Parties acting upon, or refusing to act upon the Trustee’s instructions, including Remote Instructions; iii) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Trustee; iv) any of the Indemnified Parties acting upon, or refusing to act upon the instructions of any Signing Officer or any other person authorized to give instructions on behalf of the Trustee; v) the honouring or dishonouring of any Instrument; vi) any Transaction that results in a negative balance in the Account; vii) the consequences of any Transaction authorized by the Trustee; viii) any claims arising out of allegations that the Account has not been operated in compliance with the terms of the Trust, or any alleged receipt of funds by the Financial Institution received from the Trustee, the Trust, or otherwise into the Account in breach of trust; ix) the need to place a hold on the Account or Transactions, including making an application to a Court if necessary; x) the adequacy or authority of endorsements or signatures required in any way related to, this Agreement or arrangement made amongst the persons constituting the Trustee; or xi) any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, use of the transactions contemplated hereby or thereby, any Revolving Loan or Account by the Trustee that: (1) is inconsistent with a restriction imposed on the use of the proceeds thereof Account by the Financial Institution pursuant to these Terms and Conditions, or (2) takes place following the suspension or termination of the Account or certain service privileges by the Financial Institution pursuant to these Terms and Conditions. This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Trustee and the Trustee’s heirs, executors, successors, and assigns and shall survive the termination of the Account Contract for any act or omission or event occurring in connection therewithprior to termination as gives rise to an indemnified claim, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoreven if notice is received after termination.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, The Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless each Underwriter, each Affected Party and each Agent, their Affiliates and their respective officers, partners, the directors, trusteesofficers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under Alberta Securities Law, the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (eachor actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Canadian Prospectus, an the U.S. Basic Prospectus, the U.S. Pricing Prospectus, any U.S. Prospectus or the Registration Statement, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “Indemnitee”)issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, from or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and against agrees to reimburse each such indemnified party for any and all Indemnified Liabilitieslegal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, IN ALL CASESclaim, WHETHER OR NOT CAUSED BY OR ARISINGdamage, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)liability or action as such expenses are incurred; provided, however, that the Company shall will not have be liable in any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities such case to the extent that any such Indemnified Liabilities arise from loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the gross negligenceCanadian Prospectus, bad faith U.S. Basic Prospectus, the U.S. Pricing Prospectus, any the U.S. Prospectus, the Registration Statement, or willful misconductany amendment or supplement thereto, as determined or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company 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 9.3 may be unenforceable in whole or in part because they are violative on behalf of any law or public policy, Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the 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 Indemnitees or any of themmay otherwise have. (b) To Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents against all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under Alberta Securities Law, the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Canadian Prospectus, the U.S. Basic Prospectus, the U.S. Pricing Prospectus, any U.S. Prospectus, the Registration Statement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon 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 each case to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, claim, damage, liability or action as such expenses are incurred. This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement of the action; but the failure so to notify the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and, in any event, shall not relieve it from any liability which it may have otherwise than under subsection (a) or (b) above. In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, acting reasonably, and, after notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless such indemnified party shall have reasonably concluded that there may be defenses available to it which are different from, additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), in which event such legal and other expenses shall be borne by the indemnifying party and paid as incurred (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one action or series of related actions in the same jurisdiction representing the indemnified parties who are parties to such action). No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the Company and the Underwriters severally agree to contribute to the aggregate amount of such losses, claims, damages or liabilities (or actions in respect thereof) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Designated Securities, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, no in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party hereto shall assertor parties on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, and all parties hereto hereby waiveclaims, any claim against damages or liabilities (or actions in respect thereof), as well as any other parties relevant equitable considerations. The relative benefits received by the Company on the one hand and their respective Affiliates, directors, employees, attorneys or agents, the Underwriters 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, other hand in connection with, with the offering of the Designated Securities pursuant to this Agreement shall be deemed to be in the same proportion as a result of, or in any way related the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault of the parties shall be determined by reference to, this Agreement among other things, whether any such untrue or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use alleged untrue statement of the proceeds thereof or any act a material fact or omission or event occurring alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The aggregate amount of losses, claims, damages or liabilities (or actions in respect thereof) incurred by an indemnified party and referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection therewithwith investigating, preparing for or defending against any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and all parties hereto hereby waiveeach director of the Company and each officer of the Company who signed the Canadian Prospectus, release and agree not to ▇▇▇ upon any such claim the U.S. Prospectus, the Registration Statement or any such damagesamendment or supplement thereto shall have the same rights to contribution as the Company, whether or subject in each case to the applicable terms and conditions of this Section 9(d). The obligations of the Underwriters in this Section 9(d) to contribute are several in proportion to their respective underwriting obligations with respect to the Designated Securities and not accrued and whether or not known or suspected to exist in its favorjoint.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents, sub-agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company The Mortgagor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party harmless the Mortgagee and each Agent, their Affiliates of the other Secured Parties and their respective the officers, partners, directors, trusteesemployees, employees agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (eachcollectively, an “Indemnitee”), the "Indemnitees") from and against any and all other ----------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the "Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii"); provided, Company however, that the Mortgagor shall not have any no ----------------------- -------- ------- obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from it has been determined by a final decision (after all appeals and the gross negligence, bad faith or willful misconduct, as determined expiration of time to appeal) by a court of competent jurisdiction in a final non-appealable order that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company the Mortgagor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. a. To the fullest extent that permitted by law, the undertakings to Contractor shall defend, indemnify, pay and hold save harmless set forth in the Council and Participants and their respective duly elected or appointed officials, agents and employees from and against all demands, claims, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorney fees) (referred to collectively as “demands”) arising out of or resulting from any work performed pursuant to this Section 9.3 may be unenforceable in whole Agreement including but not limited to any negligent acts, errors, or in part because they are violative omissions of the Contractor, any law subContractor, 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 any person directly or indirectly employed by Indemnitees or any of them, or by a defect of a product or design supplied by the Contractor or subContractor. Such obligation shall not negate, abridge, or reduce in any way any additional indemnification rights of the Participants, that otherwise may exist under statute or in law or equity. (b) To b. Contractor assumes full responsibility for relations with any subcontractors employed directly or indirectly by the extent permitted by applicable lawContractor and the Contractor shall defend, no party hereto shall assertindemnify, and save harmless the Participant from all parties hereto hereby waivedemands made against the Participant by such subcontractor, such subcontractor’s agent or employee, or any claim against any other parties and their respective Affiliatesperson, directorsas the result of such subcontractor’s work performed pursuant to this Agreement including but not limited to negligent acts, employeeserrors, 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 omissions that arise out of, in connection with, as a result offrom, or in any way related to, are connected with the performance of this Agreement or any Credit Document subsequent Agreement and is not otherwise subject to indemnifications under subparagraph “a” above. c. The Contractor shall defend, indemnify, and hold harmless the Council and Participants from any and all demands relating to wages, overtime compensation, or other employee benefits by employees employed directly or indirectly by the Contractor for work performed in connection with the work hereunder or required by state or federal law, including but not limited to Fair Labor Standards Act and Massachusetts Prevailing Wage Law. d. The indemnification obligations of the Contractor and subContractor shall not be limited in any agreement way by any limitations on the amount or instrument contemplated hereby type of damages, compensations, or thereby benefits payable by or referred to herein for the Contractor or thereinsubContractor under any federal or state law. e. In the event of a breach of this Agreement by the Contractor, the transactions contemplated hereby Contractor shall pay all reasonable attorney fees, costs and other litigation expenses incurred by the Council or thereby, Participant(s) in enforcing its rights as a result of said breach in addition to any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favordamages for said breach.

Indemnity. Each Participant agrees to indemnify Agent (a) In addition to the payment of expenses pursuant to Section 9.2, whether or extent not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), reimbursed by NAI within ten days after demand) from and against such Participant's Percentage of any and all Indemnified LiabilitiesLosses of any kind or nature whatsoever which to any extent (in whole or in part) may be imposed on, IN ALL CASESincurred by, or asserted against Agent growing out of, resulting from or in any other way associated with any of the Collateral, the Transaction Documents and the transactions and events (including the enforcement thereof) at any time associated therewith or contemplated therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH LOSSES ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVE, CONTRIBUTORYSTRICT LIABILITY, OR SOLE ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, PROVIDED ONLY THAT NO PARTICIPANT SHALL BE OBLIGATED UNDER THIS SECTION TO INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LOSS WHICH IS PROXIMATELY CAUSED BY AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OF SUCH INDEMNITEE excluding OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of the foregoing, each Participant agrees to reimburse Agent promptly upon demand for such Participant's Percentage share of any amounts not otherwise payable costs and expenses to be paid to Agent by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee NAI hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, that Agent is not timely reimbursed by NAI as determined by a court of competent jurisdiction provided 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themsubsection 7.2. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to such indemnities as may be provided for in the payment of expenses pursuant to Section 9.2Master Lease, whether or not the transactions contemplated hereby shall be consummated, Company Subtenant agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessSublandlord and its affiliates, each Affected Party and each Agent, their Affiliates and their respective officers, partnersagents, directors, trusteesservants, employees and agents independent contractors (eachindividually a “Sublandlord Party” and collectively, an “IndemniteeSublandlord Parties”)) harmless against all loss, from and damage, liability, or expense suffered or claimed against any and all Indemnified LiabilitiesSublandlord Party, IN ALL CASESby any person or entity (i) caused by or otherwise arising from, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are violative part, any breach or default by Subtenant of any law covenant or public policy, Company shall contribute obligation it has hereunder (including but not limited to all covenants or obligations of the maximum portion that it is permitted to pay and satisfy tenant under applicable law the Master Lease assumed by Subtenant pursuant to the payment and satisfaction terms of all Indemnified Liabilities incurred this Sublease), or (ii) caused by Indemnitees or in connection with anything owned or controlled by Subtenant, or (iii) resulting from any act, failure to act, or negligence of them. Subtenant or its employees, agents or invitees, or (biv) To resulting from any nuisance suffered on the extent permitted by applicable lawSubleased Premises, no party hereto shall assertexcept for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, and all parties hereto hereby waive, any claim against any other parties and Landlord or their respective Affiliates, directors, employees, attorneys or agents, on representatives, successors or assigns. Subtenant further agrees to indemnify Sublandlord and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the acts or omissions of Subtenant which are or are alleged to be defaults of Sublandlord under the Master Lease or are the subject matter of any theory indemnity or hold harmless 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 withSublandlord, as a result oftenant, to Master Landlord under the Master Lease. The obligations of Subtenant to indemnify Sublandlord and/or the Sublandlord Parties and/or hold the Sublandlord and/or the Sublandlord Parties harmless in this Section 12 and elsewhere herein shall survive the expiration or in any way related to, other termination of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorSublease.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party the Administrative Agent, the L/C Issuer, the Arrangers and each AgentLender, their respective Affiliates and their respective officers, partners, directors, shareholders, trustees, employees employees, representatives, agents, advisors and agents attorneys (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)PERSON; provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Liabilities, to the extent such Indemnified Liabilities arise from the gross negligencenegligence , bad faith or willful misconductmisconduct of that Indemnitee or its Indemnitee Related Persons, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable unenforceable, in whole or in part part, because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Indemnitees, or any of them. (b) To the extent permitted by applicable lawLaw, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, the L/C Issuer, the Administrative Agent and their respective Affiliates, partners, directors, shareholders, trustees, employees, attorneys representatives, agents, advisors or agentsattorneys, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued accrued, and whether or not known or suspected to exist in its favor. (c) All amounts due under this Section 10.3 shall be due and payable within ten Business Days after demand therefor. (d) To the extent Borrower for any reason fails to pay any amount required under Section 10.2 or paragraph (a) or (b) of this Section 10.3 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Affiliate of any of the foregoing within the time specified above, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Affiliate, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective, whether or not the related losses, claims, damages, liabilities and related expenses are incurred, or asserted, by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Affiliate of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (d) are subject to the provisions of Section 2.12. Each Lender further agrees that in the event a distribution to the Beneficiaries is made that does not conform to the provisions of Section 2.12(f), each Lender agrees that it shall turn over to the Administrative Agent all amounts payable (or which would have been payable to the Administrative Agent or made in conformity with Section 2.12(f)) to the Administrative Agent pursuant to Section 2.12(f).

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by law, whether or not the transactions contemplated hereby User shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmlessharmless Location, each Affected Party and each AgentThe Roman Catholic Archbishop of Los Angeles, a corporation sole, Archdiocese of Los Angeles Education & Welfare Corporation, their Affiliates agents, volunteers and their respective officers, partners, directors, trustees, employees and agents (each, an “IndemniteeIndemnified Parties”), from and against any all claims, damages, losses and expenses, including but not limited to attorney’s fees and expert costs and fees, and all Indemnified Liabilitiesother costs and expenses incurred as an incident thereto, IN ALL CASESarising out of, WHETHER OR NOT CAUSED BY OR ARISINGbased on or relating to User’s use or occupancy of the Facility or the performance by User of this Agreement or the breach of any term, IN WHOLE OR IN PARTwarranty or representation expressed herein, OUT OF THE COMPARATIVEincluding any such claims, CONTRIBUTORYdamages, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedloss or expense attributable to bodily injury, Company shall not have any obligation sickness, disease or death, or to any Indemnitee hereunder with respect injury to any Indemnified Liabilities or destruction of real or personal property, including loss of use resulting therefrom, to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 9.3 may be unenforceable caused in whole or in part because they are violative by any acts or omissions of any law or public policyUser, 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directorsits agents, employees, attorneys vendors, subcontractors, guests 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithinvitees, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damagesanyone for whose acts User may be liable, whether or not accrued such claims are based upon the active or passive negligence of Indemnified Parties, except that User shall not be required to indemnify Indemnified Parties against a claim or loss arising from the sole negligence or willful misconduct of Indemnified Parties. In case any action or proceeding is brought against Indemnified Parties because of any such claim, User shall defend the same at User’s expense by counsel reasonably satisfactory to Location. User hereby assumes all risk of damage to property and whether injury to persons in, on or not known about the Facility arising from any cause and hereby waives all claims in respect thereof against Indemnified Parties except for damages arising out of the sole negligence or suspected to exist in its favorwillful misconduct of Indemnified Parties.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties Affected Party or Agent and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition The Corporation hereby agrees to indemnify and defend and hold harmless each of the Purchaser, its Affiliates, successors and assigns and each of their respective officers, directors, employees and agents (a “Purchaser Indemnified Party” or collectively the “Purchaser Indemnified Parties”) from and against, and agrees to pay or cause to be paid to the payment Purchaser Indemnified Parties all amounts equal to the sum of, any and all claims, demands, costs, expenses, losses and other liabilities of expenses any kind, other than loss of profits of such Purchaser Indemnified Parties or consequential damages (“Losses”) that the Purchaser Indemnified Parties may incur or suffer (including without limitation all reasonable legal fees and expenses) which arise or result from any breach by the Corporation of any of its representations or warranties, or failure by the Corporation to perform any of its covenants or agreements, in this Agreement or in any other Transaction Document or in any certificate or document delivered pursuant hereto or any other Transaction Document, including but not limited to Section 9.2any third party claims arising or resulting from such breach or failure, whether except to the extent such Losses arise out of the intentional or not gross fault, gross negligence or willful misconduct of the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each AgentPurchaser, their Affiliates respective Affiliates, successors and assigns and their respective officers, partnersdirectors, employees and agents. The rights of the Purchaser hereunder shall be in addition to, and not in lieu of, any other rights and remedies which may be available to it by Law. (b) The Purchaser hereby agrees to indemnify and defend and hold harmless the Corporation, each of its Affiliates, successors and assigns and each of their respective officers, directors, trustees, employees and agents (each, an a “IndemniteeCorporation Indemnified Party” or collectively the “Corporation Indemnified Parties”), ) from and against against, and agrees to pay or cause to be paid to the Corporation Indemnified Parties all Losses that the Corporation Indemnified Parties may incur or suffer (including without limitation all reasonable legal fees and expenses) which arise or result from any and all Indemnified Liabilitiesbreach by the Purchaser of any of its representations or warranties, IN ALL CASESor failure by the Purchaser to perform any of its covenants or agreements, WHETHER OR NOT CAUSED BY OR ARISINGin this Agreement or in any other Transaction Document or in any certificate or document delivered pursuant hereto or any other Transaction Document, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts including but not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation limited to any Indemnitee hereunder with respect to any Indemnified Liabilities third party claims arising or resulting from such breach or failure, except to the extent such Indemnified Liabilities Losses arise from out of the intentional or gross negligencefault, bad faith gross negligence or willful misconductmisconduct of the Corporation or its respective Affiliates, 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 successors and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties assigns and their respective Affiliatesofficers, directors, employees, attorneys or employees and agents, on any theory of liability. Notwithstanding anything to the contrary in this Agreement, for specialpurposes of this Section 8.1(b), indirectin determining the existence of any inaccuracy in, consequential or punitive damages (as opposed to direct misrepresentation or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out breach of, any representation or warranty by the Purchaser, and the amount of any Losses, no effect shall be given to any qualification as to “materiality” or “Material Adverse Effect” in connection withsuch representations and warranties. The rights of the Corporation hereunder shall be in addition to, as a result and not in lieu of, any other rights and remedies which may be available to it by Law or under the Transaction Documents. In no event shall the liability of the Purchaser hereunder exceed, in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinthe aggregate, the transactions contemplated hereby or thereby, any Revolving Loan or amount paid to the use Corporation in respect of the proceeds thereof or any act or omission or Initial Note and the Subsequent Note. Furthermore, in no event occurring shall the liability of the Corporation hereunder exceed, in connection therewiththe aggregate, the amount paid by the Purchaser to the Corporation in respect of the Initial Note and all parties hereto hereby waive, release and agree not the Subsequent Note together with the interest accrued thereon as provided in the Notes to ▇▇▇ upon any the date that the indemnification paid to the Purchaser Indemnified Parties pursuant to this Article 8 equals the aggregate principal amount of such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorNotes.

Indemnity. (a) In addition 7.1.1. Subject to the payment of expenses pursuant to Section 9.2limitations set forth in this Article 7, whether or not from and after the transactions contemplated hereby Closing, Seller shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Purchaser and its subsidiaries, each Affected Party and each Agent, their Affiliates and their respective directors, officers, partnersemployees, directorsagents, trusteesand representatives (collectively and singly, employees and agents (each, an the “IndemniteeIndemnified Parties”), ) from and against any and all losses, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), costs and expenses (including reasonable fees and disbursements of counsel selected by such Indemnified LiabilitiesParty), IN ALL CASESclaims or other obligations of any nature whatsoever (individually, WHETHER OR NOT CAUSED BY OR ARISINGa “Damage” and collectively, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to “Damages”) that any Indemnified Liabilities Party may suffer or incur which arise out of or result from any inaccuracy in or any breach of any representation, warranty, agreement or covenant of Seller or Crosstex contained in this Agreement or in any other agreement among Purchaser, Crosstex and one or more Shareholders under which such Shareholder(s) are selling their shares of Crosstex Stock to Purchaser. Subject to Section 7.2, Purchaser has no actual knowledge of any facts or circumstances that would serve as the basis for a claim by Purchaser against any Shareholder based upon a breach of any of the representations and warranties of Seller contained in this Agreement or breach of any of any Shareholder’s covenants or agreements to be performed by any of them at or prior to Closing. Subject to Section 7.2, Purchaser shall be deemed to have waived any breach of any of Shareholder’s representations and warranties and any such covenants and agreements of which Purchaser has such actual knowledge at the Closing. 7.1.2. Subject to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 limitations set forth in this Section 9.3 may be unenforceable in whole Article 7, Purchaser will indemnify and hold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in part because they are violative connection with any inaccuracy or breach of any law representation, warranty, agreement 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 covenant of all Indemnified Liabilities incurred by Indemnitees or any of them. Purchaser contained in this Agreement (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 toexhibit, this Agreement schedule or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorcertificate delivered hereunder.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.28.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay exonerate, defend, pay, and hold harmlessharmless the Agent-Related Persons, each Affected Party the Lender-Related Persons, and each Agent, their Affiliates Participant (collectively the “Indemnitees” and their respective officers, partners, directors, trustees, employees and agents (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Total Commitments, the use or intended use of the proceeds of the Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company however, that Borrower shall not have any no obligation hereunder to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined are found in a final non-appealable judgment by a court of competent jurisdiction in to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a final non-appealable order claim under the indemnification provisions of that Indemniteethis Section 8.2. To the extent that the undertakings undertaking to defend, indemnify, pay pay, and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by that is permissible under applicable law, no party hereto . The obligations of Borrower under this Section 8.2 shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory survive the termination 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby or thereby, any Revolving Loan or the use discharge of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorBorrower’s other obligations hereunder.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company EFIH agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party harmless the Collateral Trustee and each Agentof its directors, their Affiliates and their respective officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that an Indemnitee. . (b) All amounts due under this Section 7.11 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.11(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall EFIH will 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, EFIH will not assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithIndemnified Liability, and all parties hereto EFIH hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.11 will survive repayment of all other Secured Debt Obligations and the removal or resignation of the Collateral Trustee.

Indemnity. 10.1 IXYS shall, at its expense, defend, indemnify and hold harmless Samsung from all Claims, and/or Losses incurred by Samsung as a result of such Claims or in a settlement that may result from any such Claim, that IXYS Deliverables (unless purchased from Samsung under the APA) actually or allegedly infringe, violate or misappropriate Intellectual Property of a third party, provided that (a) In addition Samsung promptly notifies IXYS in writing of the Claim, (b) Samsung provides IXYS with all reasonable assistance, information and authority required to perform these duties, and (c) IXYS is permitted to solely direct the defense and all related settlement negotiations related to the payment of expenses pursuant to Section 9.2Claim. Further, whether or not the transactions contemplated hereby shall be consummated, Company IXYS agrees to defend (subject to Indemniteespay any judgment in such suit or proceeding by final judgment of a court of last resort, including reasonable attorneys’ selection fees, but IXYS shall have no liability for settlement or costs incurred without its consent. Notwithstanding the foregoing, IXYS shall have no indemnity obligation regarding any actual or alleged infringement, violation or misappropriation of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding Intellectual Property of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party to the extent such Indemnified Liabilities arise infringement, violation or misappropriation arises from the gross negligenceSamsung Deliverables, bad faith the manufacturing processes used by Samsung hereunder, or willful misconductproducts based on designs acquired from Samsung pursuant to the Transaction Documents. IXYS shall not be obligated to indemnify Samsung in accordance with this Section 10.1 if (a) any settlement is made by Samsung without IXYS’s prior written consent, or (b) if IXYS is not permitted by Samsung to assume exclusive control of the settlement of the Claim. For the purposes of this Section 10 and Section 11, the term “Claim” means any claim, action, suit or proceeding asserted by any third party whether actual or alleged and whether adjudicated by a competent court of law, tribunal or arbitrator, and the term “Losses” means all damages, losses, costs and expenses of whatever nature (including legal costs) whether or not reasonably foreseeable by the parties at any time during the term of this Agreement. 10.2 Samsung shall, at its expense, defend, indemnify and hold harmless IXYS from all Claims, and/or Losses incurred by IXYS as determined a result of such Claims or in a settlement that may result from any such Claim, that Samsung Deliverables contained in the Products, the manufacturing processes used by Samsung hereunder, actually or allegedly infringe on any Intellectual Property of a third party, provided that Samsung is promptly notified, given the assistance required, and permitted to solely direct the defense. Further, Samsung agrees to pay any judgment in such suit or proceeding by final judgment of a court of competent jurisdiction in a final non-appealable order last resort, including reasonable attorneys’ fees, but Samsung shall have no liability for settlement or cost incurred without its consent. Notwithstanding the foregoing, Samsung shall have no indemnity obligation pursuant to this Section 10.2 regarding any actual or alleged infringement of that Indemnitee. To any Intellectual Property of any third party to the extent that such infringement arises from the undertakings IXYS Deliverables (including but not limited to defendthe designs, indemnify, pay specifications and/or instructions provided by IXYS and hold harmless set forth Samsung’s compliance with any industrial standard specification) Samsung shall not be obligated to indemnify in accordance with this Section 9.3 may be unenforceable in whole 10.2 if (a) any settlement is made by IXYS without Samsung’s prior written consent, or in part because they are 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 Indemnitees or any of them. (b) To the extent if Samsung is not permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed IXYS 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use assume exclusive control of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorsettlement of the Claim.

Indemnity. (a) In addition to You must, during and after the payment of expenses pursuant to Section 9.2License Term, whether or not indemnify the transactions contemplated hereby shall be consummatedIndemnified Parties against, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessthem harmless from, each Affected Party and each Agentall losses, their Affiliates and their respective officerscosts, partnersliabilities, directorsdamages, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertclaims, and all parties hereto hereby waiveexpenses, any claim against any including reasonable attorneys’ fees, expert fees, costs and other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory expenses 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) litigation arising out of, in connection withof or resulting from: (i) any claimed occurrence at the Hotel or arising from, as a result of, or in any way related toconnection with the development, this Agreement construction or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use operation of the proceeds thereof Hotel (including the design, construction, financing, furnishing, equipment, acquisition of supplies or operation of the Hotel in any act way); (ii) any bodily injury, personal injury, death or omission property damage suffered or event occurring in connection therewithclaimed by any guest, and all parties hereto hereby waivecustomer, release and agree not to visitor or employee of the Hotel; (iii) your alleged or actual infringement or violation of any patent, ▇▇▇▇ upon or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any such claim contract (including any System-wide group sales agreement), any Applicable Law, or any industry standard; (v) any business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of you 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.l., including a breach of the representations set forth therein. However, you do not have to indemnify an Indemnified Party to the extent damages otherwise covered under this Paragraph 9 are adjudged by a final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel. You may not rely on this exception to your indemnity obligation if the claims were asserted against us or any other Indemnified Party on the basis of: (i) theories of imputed or secondary liability, such damagesas vicarious liability, whether agency, or not accrued apparent agency; or (ii) our failure to compel you to comply with the provisions of this Agreement, including compliance with Standards, Applicable Laws or other requirements. You will also 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 Standards. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving an Indemnified Party within five (5) days of your actual 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 whether 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, expert fees, costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or not known to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or suspected otherwise mitigate their losses to exist maintain a claim against you, and their failure to do so will in its favorno way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party, jointly and severally, agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their respective Affiliates and their the respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender and of each of their respective Affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company provided that no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agentsRelated Parties, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through the Internet, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ sue upon or assert any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Person referred to in the immediately preceding sentence shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. (c) All amounts due under this Section 10.3 shall be due and payable promptly (and in any event within thirty (30) days) following receipt by Borrower of an invoice relating thereto setting forth such expenses.

Indemnity. (a) In addition Indemnitors hereby assume liability for, and agree to the payment of expenses pursuant to Section 9.2pay, whether or not the transactions contemplated hereby shall be consummatedprotect, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay indemnify and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified LiabilitiesParties or the Property, IN ALL CASESand arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, IN WHOLE OR IN PARTrelease or threat of release of, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation or exposure to any Indemnitee hereunder Hazardous Substances on, in, under or affecting all or any portion of the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out of or related to Hazardous Substances and the Property; (iv) any acts or omissions that exacerbate an existing condition at the Property or that give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with respect to the terms and conditions of this Agreement; (vi) the breach of any Indemnified Liabilities to representation or warranty contained in this Agreement; (vii) the extent such Indemnified Liabilities arise enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Substances from the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees Property or any of themsurrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) To Notwithstanding any provision hereof to the extent permitted by applicable lawcontrary, Indemnitors shall have no party hereto shall assertliability under this Agreement with respect to Costs relating to Hazardous Substances which are initially placed on, in or under the Property after the earlier of (i) Lender taking actual possession and control of the Property following an Event of Default, and all parties hereto hereby waive, any claim against any (ii) Lender completing a foreclosure or other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed sale pursuant to direct or actual damages) (whether or not which Lender takes title to 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, Property. Indemnitors shall have no liability under this Agreement to any Indemnified Party with respect to Costs which result directly and solely from such Indemnified Party's willful misconduct or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred gross negligence. (c) Indemnitors' obligation to herein or thereindefend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts acceptable to the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorIndemnified Party.

Indemnity. 2.1 Subject to the terms of this deed, the Company hereby agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) ("Liability" or "Liabilities") which may be made against him or which he may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any other companies of which he has been requested to act as director or other such officer by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith, including (but without limitation) and any Liability reasonably incurred or suffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Subject to the terms of this deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs") incurred by the Director in defending any claim, action or proceedings (whether civil, criminal or regulatory) in connection with the actual or purported execution and/or discharge of the duties of his office and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any Associated Companies by way of a loan, save where the Company considers (acting reasonably) that it would not promote the success of the Company to do so. The following provisions shall apply: (a) In addition to the payment Company (acting reasonably) may impose such terms as it sees fit in connection with the granting of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them.loan; (b) To the extent permitted by applicable lawDirector shall repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in the event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Director relief on the application on the date on which the conviction, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys judgment or agents, on any theory refusal of liability, for special, indirect, consequential or punitive damages relief (as opposed to direct applicable) becomes final; (c) if once the claim, action or actual damages) (whether or not proceedings have been finally concluded and there has been no adverse judgement against 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinDirector, the transactions contemplated hereby or thereby, any Revolving Loan or Director shall be exonerated from the use of obligation to repay the proceeds thereof or any act or omission or event occurring loan and the Company’s indemnity obligation in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorclause 2 shall be thereby satisfied.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.29.2 and the indemnification provided pursuant to Sections 2.19(e) and 8.5, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents and persons identified in the last sentence of Section 2.4(b) hereof (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts in respect of claims for taxes not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. Indemnification of an Affected Party is subject to and not in addition to the indemnification provided pursuant to Section 2.19(e) and 8.5. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties Affected Party or Lender and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition Without duplication of and subject to the payment of expenses limitations set forth under the expense reimbursement obligations pursuant to Section 9.212.3, whether or not the transactions contemplated hereby each Loan Party shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless each of the Administrative Agent, each Affected Party L/C Issuer, the Joint Lead Arrangers and the Lenders and each Agentsuch Person’s respective Affiliates, their Affiliates and their respective officers, directors, members, partners, directorsemployees, trusteesadvisors, employees agents and agents representatives (each, an “IndemniteeIndemnified Person”), from and against any and all losses (other than lost profits), claims, damages, liabilities and reasonable and documented out-of-pocket costs and expenses (but limited, in the case of legal costs and expenses, to one counsel for all Indemnified Persons, taken as a whole, and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction and, solely in the case of a reasonably perceived conflict of interest, one additional counsel in each relevant material jurisdiction to the affected Indemnified Persons similarly situated taken as a whole) to which any such Indemnified Person is subject arising out of, resulting from or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to this Agreement and the other Loan Documents (any of the foregoing, an “Action”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Action is brought by the Borrower or any of its Affiliates, creditors or any other Person (collectively, “Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company shall not have any obligation to any Indemnitee hereunder with respect that the foregoing indemnity will not, as to any Indemnified Liabilities Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent such Indemnified Liabilities arise resulting from the gross negligence, bad faith or willful misconductmisconduct of such Indemnified Person or any of its Related Indemnified Persons, (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any of its Related Indemnified Persons under this Agreement or the other Loan Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final final, non-appealable order of that Indemnitee. To judgment), or (iii) to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth arising from any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in this Section 9.3 may be unenforceable in whole its capacity or in part because they are violative fulfilling its role as the Administrative Agent or any Joint Lead Arranger and other than any claims arising out of any law act or public policy, Company shall contribute omission on the maximum portion that it is permitted to pay and satisfy under applicable law to part of the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Borrower or any of themits Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). (b) To Notwithstanding the extent permitted by applicable lawforegoing, (i) no Indemnified Person or any other party hereto shall assertbe liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person, any Related Indemnified Person or such other party hereto, as applicable, and all parties hereto hereby waive(ii) neither (x) any Indemnified Person or any of its Related Indemnified Persons, nor (y) the Borrower (or any claim against of its Subsidiaries or Affiliates) shall be liable for any indirect, special, punitive or consequential damages (with respect to the Borrower in the case of this clause (y), other parties than in respect of any such damages incurred or paid by an Indemnified Person to a third party) in connection with the Loan Documents (including the use of proceeds thereunder), or with respect to any activities related to the Loan Documents; provided, that nothing contained in this sentence shall limit the Borrower’s (or its Subsidiaries’ and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for ’) indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnified Person is otherwise entitled to indemnification hereunder. (c) The Borrower shall not be liable for any settlement of any Action effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Action, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Action against such Indemnified Person in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person (which approval shall not be unreasonable) from all liability with respect to claims that are the subject matter of such Action, (ii) does not include any statement as to any admission of fault or culpability of such Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. (d) Notwithstanding the foregoing, each Indemnified Person (and its Related Indemnified Persons) shall be obligated to refund and/or return promptly any and all amounts paid by the Borrower or on the Borrower’s behalf under this paragraph to such Indemnified Person (or its Related Indemnified Persons) for any such losses, claims, damages, liabilities and expenses to the extent such Indemnified Person (or its Related Indemnified Persons) is not entitled (as opposed determined by a court of competent jurisdiction in a final and non-appealable judgment) to direct payment of such amounts in accordance with the terms hereof. (e) All amounts due under this Section 12.4 shall be payable within thirty (30) days (or actual damagessuch longer period as the applicable Indemnified Person may agree to) following demand therefor and presentment of a reasonably-detailed invoice relating thereto setting forth such amounts in reasonable detail, together with any supporting documentation reasonably requested by the Borrower. (whether or f) This Section 12.4 shall not the claim therefor is based on contractapply with respect to Taxes other than any Taxes that represent losses, tort or duty imposed by any applicable legal requirement) arising out ofclaims, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoretc. arising from any non-Tax claim.

Indemnity. (a) In addition The Grantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Agent, each Affected Party Secured Debt Representative and each Agent, of their respective Affiliates and each and all of their respective directors, officers, partners, directorsmembers, trustees, employees employees, attorneys, advisors and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that such Indemnitee. . (b) All amounts due under this Section 7.12 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.12(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall each of the Grantors will 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Security Document or any agreement or instrument contemplated hereby or thereby or referred transaction relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Indemnity. Each Borrower hereby agrees to indemnify (a) In addition to Agent, (b) Letter of Credit Issuer, (c) each Lender, (d) each of the payment Affiliates of expenses pursuant to Section 9.2, whether or not each of the transactions contemplated hereby shall be consummated, Company agrees to defend Persons listed in the foregoing clauses (subject to Indemnitees’ selection of counsela) through (c), indemnifyand (e) each of the directors, pay members, managers, general partners, limited partners, officers, and employees of each of the Persons listed in the foregoing clauses (a) through (d) (collectively, the "Indemnified Persons") and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), of the Indemnified Persons harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered or incurred by such Indemnified Person (including reasonable attorneys' fees and legal expenses) as the result of any Borrower's failure to observe, perform or discharge such ▇▇▇▇▇▇▇▇'s duties hereunder. In addition, each Borrower shall defend each Indemnified Person against and save it harmless from all Indemnified Liabilities, 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 excluding claims of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder Person with respect to the Collateral (except those resulting from the gross negligence or intentional misconduct of such Indemnified Person). Without limiting the generality of the foregoing, these indemnities shall extend to any claims asserted against any Indemnified Liabilities Person by any Person under any Environmental Laws by reason of any Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Notwithstanding the foregoing, (i) the foregoing indemnity shall not be available to any Indemnified Person to the extent 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 such Indemnified Liabilities arise from the Person's gross negligence, bad faith negligence or willful misconduct; (ii) such indemnity shall not be available to any Indemnified Person for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnified Person and a Borrower are adverse parties to the extent that such Borrower prevails on the merits, as determined by a court of competent jurisdiction in a by final non-appealable order of and nonappealable judgment (it being understood that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth nothing in this Section 9.3 may be unenforceable in whole Agreement shall preclude a claim or in part because they are violative of suit by a Borrower against any law or public policy, Company shall contribute the maximum portion that it is permitted indemnitee for such Indemnified Person's failure to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or perform any of them. its obligations to Borrowers under the Loan Documents); (biii) To the extent permitted by applicable law, no party hereto Borrowers shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 ofnot, in connection withwith any such proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, as be liable for the fees and expenses of more than one law firm at any one time for the Indemnified Person (which law firm shall be selected (x) by mutual agreement of Agent and Borrower Representative or (y) if no such agreement has been reached following Agent's good faith consultation with Borrower Representative with respect thereto, by Agent in its sole discretion); (iv) each Indemnified Person shall give Borrower Representative (A) prompt notice of any such action brought against such Indemnified Person in connection with a result of, claim for which it is entitled to indemnity under this Section 12.4 and (B) an opportunity to consult from time to time with such Indemnified Person regarding defensive measures and potential settlement; and (v) Borrowers shall not be obligated to pay the amount of any settlement entered in to without their written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding any contrary provision in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinAgreement, the transactions contemplated hereby or thereby, any Revolving Loan or obligation of Borrowers under this Section 12.4 shall survive the use payment in full of the proceeds thereof or any act or omission or event occurring in connection therewith, Obligations and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe termination of this Agreement.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any and all Indemnified Liabilities, 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 excluding Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring on the part of those indemnified directly caused the relevant Loss. (c) The right of those indemnified to be indemnified under this clause 11.1 is in connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (d) AHPRA holds the benefit of this indemnity on trust for the benefit of the National Boards and agree not AHPRA's personnel. (e) Nothing in this Agreement is intended to ▇▇▇ upon any such claim limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

Indemnity. 2.1 Save as provided in clause 3, the Company hereby agrees (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation without prejudice to any Indemnitee hereunder with respect other indemnity to any Indemnified Liabilities which the Director may otherwise be entitled) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 indemnify and keep indemnified and hold harmless set forth in this Section 9.3 the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) (“Liability” or “Liabilities”) which may be unenforceable in whole made against him or in part because they are violative of any law which he may suffer 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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, incur as a result consequence of, or in any way related towhich relate to or arise from, this Agreement directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any Credit Document other companies of which he has been requested to act as director or any agreement other such officer by the Company (“Associated Companies”) or instrument contemplated hereby otherwise in relation thereto or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, including (but without limitation) any Liability reasonably suffered or incurred by the Director in disputing, defending, investigating or providing evidence in connection with any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal) (and all parties hereto hereby waivefor the purpose of this clause 2 alleged claims, release demands, investigations or proceedings shall include any allegations made formally or informally by reports in the press, public statement or other media) and agree not any Liability reasonably incurred or suffered in relation to ▇▇▇ upon any such claim reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Without prejudice to the generality of the indemnity in clause 2.1 above and subject always to the provisions of clause 3.2, the Company shall pay the reasonable legal and other expenses (the “Costs”) incurred by the Director in defending any claim, action or proceedings (whether civil, criminal or regulatory) in connection with the actual or purported execution and/or discharge of the duties of his office and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any such damagesAssociated Companies provided that the Director shall repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in the event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Director relief on the application on the date on which the conviction, whether judgment or not accrued and whether or not known or suspected to exist in its favorrefusal of relief (as applicable) becomes final.

Indemnity. (ai) In addition to The Borrower shall indemnify and hold harmless the payment Administrative Agent, the Lenders and their respective Affiliates, and their respective partners, directors, officers, employees, agents and advisors (collectively the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of expenses pursuant to Section 9.2any counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), whether incurred by any Indemnitee or not asserted against any Indemnitee by any third party or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (as applicable) arising out of, in connection with, or as a result of (A) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby shall be consummatedor thereby, Company agrees (B) any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (C) any actual or prospective claim, litigation, investigation or proceeding relating to defend (subject to Indemnitees’ selection any of counsel)the foregoing, indemnifywhether based on contract, pay tort or any other theory, and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against regardless of whether any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)Indemnitee is a party thereto; provided, Company provided that such indemnity shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of that such Indemnitee. 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 are 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 Indemnitees or any of them. (b) To the fullest extent permitted by applicable lawApplicable Law, no party hereto the Borrower shall not assert, and all parties hereto hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, 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, or as a result of, or in this Agreement, any way related to, this Agreement or any Credit other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinhereby, the transactions contemplated hereby or thereby, any Revolving Loan or equity contribution or the use of the proceeds thereof thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Transaction Documents and the termination of the Transaction Documents. All amounts due under this subsection shall be payable within ten Business Days after demand therefor to the extent that funds in the Accounts are available for such payment in accordance with this Agreement. If the foregoing indemnification is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then the Borrower agrees to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, but also the relative fault of such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, as well as any other relevant equitable considerations. This Section 13(e)(i) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. (ii) The Collateral Manager agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Collateral Manager of any covenant or any act of its obligations under any Transaction Document, (B) the failure of any of the representations or omission warranties of the Collateral Manager set forth in any Transaction Document or event occurring in any certificate, statement or report delivered in connection therewiththerewith to be true when made or when deemed made or repeated and (C) by reason of any gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) on the part of the Collateral Manager in its capacity as Collateral Manager; except the Collateral Manager shall not be liable to the extent any such losses, claims, damages, liabilities or related expenses (x) result from the performance or non-performance of the Portfolio Assets or (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(ii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Collateral Manager shall not have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Collateral Manager (which consent shall not be unreasonably withheld or delayed). (iii) The Equityholder agrees to indemnify and hold harmless each Indemnitee from and against any and all parties hereto hereby waiveIndemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, release in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Equityholder of any covenant or any of its obligations under any Transaction Document, (B) the failure of any of the representations or warranties of the Equityholder set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and agree (C) any gross negligence, bad faith or willful misconduct on the part of the Equityholder in its capacity as Equityholder; except the Equityholder shall not be liable to ▇▇▇ upon the extent any such claim or any such losses, claims, damages, whether liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(iii) shall not accrued and whether apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Equityholder shall not known have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or suspected could be) subject to exist in its favorindemnification hereunder without the prior written consent of the Equityholder (which consent shall not be unreasonably withheld or delayed).

Indemnity. (a) In addition Assignor hereby agrees to indemnify and hold Assignee harmless from and against all claims, demands, losses, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in connection with Assignor’s failure, prior to the payment date of expenses pursuant this Assignment, to Section 9.2observe, whether perform and discharge each and every one of the covenants, obligations and liabilities of the tenant under the Lease, to be observed, performed or not discharged on, or relating to, or accruing with respect to the transactions contemplated period prior to the date of this Assignment. Assignee hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessAssignor harmless from and against all claims, each Affected Party demands, losses, damages, expenses and each Agentcosts including, their Affiliates but not limited to, reasonable attorneys’ fees and their respective officersexpenses actually incurred, partners, directors, trustees, employees and agents (each, an “Indemnitee”)arising out of or in connection with Assignee’s failure, from and against any after the date of this Assignment, to observe, perform and discharge each and every one of the covenants, obligations and liabilities of the tenant under the Lease, to be observed, performed, or discharged on, or relating to, or accruing with respect to, the period from and after, but not before, the date of this Assignment, including, without limitation, all Indemnified Liabilitiessuch covenants, IN ALL CASESobligations and liabilities under Revised Article 35. In addition, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company Assignee hereby agrees that its indemnity of Landlord under Section 2.16(b)(iii); provided35.11.1 of Revised Article 35 shall also run in favor of Assignor, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to substituting “Assignee” for “Tenant” and “Assignor” for “Landlord,” where applicable, including in the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court definitions of competent jurisdiction capitalized terms used 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 said Section 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them35A 1.1. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (i) To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from third party Claims to the extent arising out of or in connection with the following (including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws): (a) In addition the making of Alterations, or (b) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (i) the use or occupancy of, or the conduct of business in, the Premises; (ii) damage to the payment Building Systems of expenses pursuant the Project caused by Tenant; (iii) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (iv) any other occurrence or condition in or on the Premises; and (v) negligent acts or omissions of Tenant or any other Tenant Parties in or about any portion of the Project. The foregoing indemnification shall not apply in favor of any particular Indemnitee to the extent that a Claim was proximately caused by the willful misconduct or gross negligence of such Indemnitee. In that event, however, the indemnification under this Section 9.216.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, whether or not the transactions contemplated hereby Landlord shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, protect and hold harmlessTenant harmless of and from third party Claims to the extent arising out of or in connection with any occurrence, each Affected Party and each Agentaccident or injury within the Common Areas caused by the negligence or willful misconduct of Landlord, their Affiliates and their respective officersincluding, partnersbut not limited to, directorsClaims brought by or on behalf of employees of Landlord, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to which Landlord waives, for the benefit of Tenant, any Indemnified Liabilities immunity to which Landlord may be entitled under any worker’s compensation laws. The foregoing indemnification shall not apply in favor of Tenant to the extent such Indemnified Liabilities arise from that a Claim was proximately caused by the willful misconduct or gross negligence, bad faith or willful misconduct, as determined by a court negligence 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees Tenant or any of themTenant Party. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to Except for losses, damages and claims arising out of the payment negligence or willful misconduct of expenses pursuant to Section 9.2LANDLORD or LANDLORD’s agents, whether or not the transactions contemplated hereby contractors and employees, TENANT shall be consummated, Company agrees to indemnify defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), LANDLORD harmless from and against any and all Indemnified Liabilitiescosts, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding demands or liability arising from: (i) TENANT’s use of the PREMISES; (ii) the conduct of TENANT’s business or anything else done by TENANT or permitted by TENANT to be done in or about the PREMISES; or (iii) any amounts not otherwise payable misrepresentation or breach of warrant by Company TENANT under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themLEASE. (b) To Except for losses, damages and claims to the extent arising out of the acts or omissions of TENANT or TENANT’s agents, contractors and employees, LANDLORD shall, indemnify, defend and hold TENANT harmless from and against any and all costs, claims, demands or liability arising from: (i) LANDLORD’s ownership or operation of the PREMISES and the SHOPPING CENTER; (ii) the conduct of LANDLORD or anything else done by LANDLORD or permitted by applicable lawLANDLORD to be done in or about the PREMISES or the SHOPPING CENTER; (iii) any misrepresentation or breach of warranty by LANDLORD under this LEASE; and (iv) subject to TENANT’s obligations pursuant to Section 12.20 below, no party hereto shall assertactual or threatened violations of any laws governing or regulating “HAZARDOUS MATERIALS” as defined in Section 12.20 below, and all parties hereto hereby waivewithin, any claim against any other parties and their respective Affiliatesupon, 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 ofunder, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred adjacent to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan PREMISES or the use of the proceeds thereof SHOPPING CENTER or any act other damages, fines, penalties, acts, costs, claims, or omission or event occurring liabilities incurred in connection therewith, including, without limitation, the cost of any investigation, remediation, restoration, cleanup and/or abatement. As used in the above Subsections 5.04(i), (ii), (iii) and (iv), the term “LANDLORD” shall include any affiliate of LANDLORD that owns the SHOPPING CENTER, and all parties hereto hereby waiveof the employees, release agents, contractors and agree not to ▇▇▇ upon any invitees, as applicable of LANDLORD or such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoraffiliate of LANDLORD.

Indemnity. (a) In addition to From and after the payment Closing, each party hereto (each of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby which is an “Indemnifying Party”) shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, harmless the other party and its Affiliates (each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, of which is an “IndemniteeIndemnified Party”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “Claim”), including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified LiabilitiesParty in connection with or as a result of any breach of a representation, IN ALL CASESwarranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, WHETHER OR NOT CAUSED BY OR ARISINGexhibit, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts certificate or affidavit or Closing Document (to the extent not otherwise payable known by Company under Section 2.16(b)(iiiIndemnified Party prior to Closing Date); provided, Company however, that: (i) no Optionee shall not have any obligation under this Article to indemnify any Indemnitee hereunder Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entities, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entities, or the ownership and operation of the Property for the period from and after the Closing Date; and (b) Ashford Trust OP and Ashford Trust TRS shall indemnify Optionees and hold them harmless from and against all Losses arising from: (A) all Taxes of the Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to any Indemnified Liabilities Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the extent portion of such Indemnified Liabilities arise from Tax period that ends on and includes the gross negligenceClosing Date, bad faith and (C) all Taxes of any Person imposed on the Optionees as a transferee or willful misconductsuccessor, as determined by contract or pursuant to any Law (including, but not limited to, Treasury Regulations Section 1.1502-6 and V.T.C.A., Tax Code, Chapter 171) with respect to obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt: (i) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any Taxes or Losses with respect to Taxes that are attributable to any transaction that occurs on or after the Closing. (ii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability to either Optionee for any Losses attributable to Taxes with respect to (A) any Tax period beginning after the Closing Date, or (B) any portion of a court straddle period (a Tax period which includes but does not end on the Closing Date) that accrue to the period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any transfer Taxes related to the transactions contemplated by this Option Agreement or the exercise of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that Purchase Option, which shall be paid by Ashford Prime. (c) From and after the undertakings Closing Date, Ashford Prime OP and Ashford Prime agree to defend, indemnify, pay jointly and severally indemnify and hold harmless set forth in Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time of the Closing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 9.3 may be unenforceable 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in whole accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in part because they are 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 Indemnitees or any of themwriting from such Existing Guarantees. (bd) To For the extent permitted by applicable lawavoidance of doubt, no party hereto Ashford Trust OP and Ashford Trust TRS shall assertbe jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and all parties hereto hereby waive, Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any claim against any other parties Losses for which Ashford Trust OP and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Ashford Trust TRS are entitled 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, indemnification under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorArticle VIII.

Indemnity. (a) In addition to To the payment extent permitted by the Constitution and laws of expenses pursuant to Section 9.2State of Texas, whether or not the transactions contemplated hereby shall be consummated, Company TIPS agrees to indemnify and hold harmless and defend (subject to Indemnitees’ selection of counselthe Vendor, its member(s), indemnify, pay officers and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any all claims and all Indemnified Liabilitiessuits for damages, IN ALL CASESinjuries to persons (including death), WHETHER OR NOT CAUSED BY OR ARISINGproperty damages, IN WHOLE OR IN PARTlosses, OUT OF THE COMPARATIVEand expenses including court costs and reasonable attorney’s fees, CONTRIBUTORYarising out of, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedor resulting from, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities negligent or intentional acts on the part of TIPS, its officers, employees, agents, subcontractors, licensees, or invitees, except to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 9.3 may be unenforceable claims are based in whole or in part because they are violative upon the negligent or intentional acts or omissions of any law the Vendor or public policyits member(s), 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 Indemnitees officers, employees, or any of them. (b) agents. To the extent permitted by applicable lawthe Constitution and laws of State of Texas, no party hereto shall assertTIPS further agrees to indemnify and hold harmless and defend the Vendor, its member(s), officers and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or agentsequipment lessee of TIPS, 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, or resulting from, TIPS’ negligent or intentional acts, except to the extent such claims are based in connection withwhole or in part upon the negligent acts or omissions of the Vendor, as a result ofits member(s), officers, employees, or agents. Notwithstanding anything to the contrary in this Agreement, the Vendor’s liability to TIPS shall be limited to unmitigatable direct damages actually incurred by TIPS with respect to any way related to, and all claims arising out of the performance or nonperformance of the Vendor’s obligations under this Agreement and shall not in total exceed the amounts paid under this Agreement. Nothing in this agreement limits the Vendor's liability to a TIPS Member that contracts with the Vendor for services unless otherwise agreed by the TIPS Member and the Vendor. NEITHER TIPS NOR THE VENDOR, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISERS, REPRESENTATIVES, AFFILIATES, OR SUCCESSOR OR ASSIGNS WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY ACTIONS RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR ANY ORDER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PROFESSIONAL LIABILITY, CONTRIBUTION, OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS THE VENDOR'S LIABILITY TO A TIPS MEMBER THAT CONTRACTS WITH THE VENDOR FOR SERVICES UNLESS OTHERWISE AGREED BY THE TIPS MEMBER AND THE VENDOR. TIPS reserves the right to award multiple vendor Agreements per Texas Government Code §2269 for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation’s specified minimum score or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinabove will be considered for an award. Categories are established at the discretion of TIPS. By signature hereon, the transactions contemplated bidder hereby or therebycertifies that heƒshe is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorTax Code.

Indemnity. To the extent not expressly prohibited by law, Tenant (areferred herein, the “Indemnitor”) In addition agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, and hold harmless, each Affected Party harmless Landlord and each Agent, their Affiliates and their respective officersits agents, partners, shareholders, members, officers, directors, trusteesbeneficiaries and employees (collectively hereinafter referred to as the “Indemnitees”) from any losses, employees damages, judgments, claims, expenses, costs and agents liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable actual attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from any act or occurrence in the Premises, and from the negligent act or omission of Indemnitor elsewhere on and about the Project, EVEN IF SUCH LOSS, INJURY OR DAMAGE RESULTS FROM THE NEGLIGENCE (eachBUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF LANDLORD OR LANDLORD’S INDEMNITEES. Such third parties shall not be deemed third-party beneficiaries of this Lease. If any action, an “Indemnitee”)suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to indemnify, defend, and hold harmless Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable actual attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any from. Except to the extent directly arising out of any negligent or willfully wrongful act or omission of Tenant, and any of Tenant’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees, or by anyone else acting at the direction, with the permission, or under the control, of Tenant, Landlord shall defend, protect, indemnify and hold harmless Tenant from and against any and all Indemnified Liabilitieslosses, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGjudgments, IN WHOLE OR IN PARTclaims, OUT OF THE COMPARATIVEexpenses, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 costs and hold harmless set forth in this Section 9.3 may be unenforceable liabilities based in whole or in part because they are violative on the negligence or willful misconduct 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 Indemnitees Landlord or any of them. (b) To the extent permitted by applicable lawLandlord’s agents, no party hereto shall assertpartners, and all parties hereto hereby waiveshareholders, any claim against any other parties and their respective Affiliatesmembers, officers, directors, employeesbeneficiaries and employees arising out of or relating to (i) the use or occupancy, attorneys or manner of use or occupancy, of any of the Common Areas and (ii) any act of Landlord or any of Landlord’s agents, on any theory of liabilitypartners, for specialshareholders, indirectmembers, consequential or punitive damages (as opposed to direct or actual damages) (whether or not officers, directors, beneficiaries and employees in 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorPremises.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties each Lender, each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Holdings and each Borrower hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Credit Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). If any amounts due under this Section 10.3 shall be have been paid after demand therefor, the applicable Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.3.

Indemnity. (a) In addition The Company and the other Grantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Party and each Agent, their Affiliates the First-Out Representative and their respective Affiliates and each and all of the directors, officers, partners, directors, trustees, employees and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation provided that no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that Indemnitee. such Indemnitee (or its Related Parties). (b) All amounts due under this Section 7.10 will be payable within 30 days upon written demand (including reasonable supporting documentation). (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.10(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, each of the Company shall and the other Grantors will 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties Indemnitee, and their respective Affiliates, directors, employees, attorneys or agentsno Indemnitee will ever assert any claim against any Grantor, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Priority Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors and each Indemnitee hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.10 will survive repayment of all other Priority Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent, each Issuing Bank, each Lender and each Agent, their Affiliates and of their respective officers, partners, directors, trustees, employees and agents Related Persons (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not provided that no Credit Party will have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from (A) the bad faith, gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable order or (B) any material breach of the obligations of that IndemniteeIndemnitee or its Related Persons under this Agreement or any other Credit Document as determined by a court of competent jurisdiction in a final non-appealable order or (ii) relate to any dispute solely among Indemnitees other than (A) claims against an Agent, in its capacity as such or in fulfilling its role as an Agent, and (B) claims arising out of any act or omission on the part of any Credit Party or any Subsidiary or Affiliates; provided further that the Credit Parties, taken as a whole, shall be responsible hereunder for the fees and expenses of only one counsel for each similarly situated group of affected Indemnitees in connection with indemnification claims arising out of the same facts or circumstances and, if reasonably necessary or advisable in the judgment of the Agents, a single regulatory counsel in each applicable specialty and a single local or foreign counsel to the Indemnitees taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel, one additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each applicable jurisdiction, in each case, to each similarly situated group of affected Indemnitees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall the applicable Credit Party will 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. (b) To . The Credit Parties agree, jointly and severally, that, without the extent permitted by applicable lawprior written consent of the Administrative Agent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys which consent will not be unreasonably withheld 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereindelayed, the transactions contemplated hereby or thereby, Credit Parties will not enter into any Revolving Loan or settlement of a claim in respect of which indemnification could have been sought by an Indemnitee under this Section 10.3(a) unless such settlement includes an explicit and unconditional release from the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any party bringing such claim or of all Indemnitees which could have sought indemnification with respect to such claim under this Section 10.3(a). This Section 10.3 will not apply with respect to Taxes other than any such Taxes that represent losses, claims, damages, whether or not accrued and whether or not known or suspected to exist in its favoretc. arising from any non-Tax claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties affected Party or Agent and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby 10.1.1. Licensee shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmlessharmless Licensors and their current or former directors, each Affected Party governing board members, trustees, officers, faculties, medical and each Agentprofessional staffs, their Affiliates employees, students, and agents and their respective officerssuccessors, partnersheirs and assigns (collectively, directors, trustees, employees and agents (each, an the “IndemniteeIndemnitees”), ) from and against any third party claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorney’s fees and all Indemnified Liabilitiesother costs and expenses of litigation) (collectively, IN ALL CASES“Claims”), WHETHER OR NOT CAUSED BY OR ARISINGbased upon, IN WHOLE OR IN PARTarising out of, OUT OF THE COMPARATIVEor otherwise relating to the practice of any right or license under this Agreement by or on behalf of Licensee, CONTRIBUTORYany of its Affiliates, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding or any amounts of its Sublicensees, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold pursuant to any right or license granted under this Agreement, except to the extent any such Claim is based on the gross negligence or willful misconduct of any Indemnitee. HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the Licensee from and against any Claim, based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not otherwise payable apply to any Claim that is determined with finality by Company a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. As a condition of indemnification under this Section 2.16(b)(iii10, (a) the Indemnitees shall provide Licensee with prompt written notice of any claim, suit or action for which indemnification is sought (provided that the failure of Indemnitees so to notify Licensee will relieve Licensee from liability for indemnification only to the extent Licensee is prejudiced by such delay); provided(b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, Company and Licensee shall not have be obligated to indemnify any obligation Indemnitee in connection with any settlement for any Claim unless Licensee previously consents in writing to such settlement; and (c) the Indemnitees shall cooperate fully with Licensee in such defense, at Licensee’s expense, and will permit Licensee to conduct and control such defense and the disposition of any such claim, suit, or action for which Licensee acknowledges it is fully responsible; provided that Licensee shall not settle any such claim, suit or action by admitting fault or liability on the part of the Licensors, or that would limit the scope or validity of any of the Licensed Patent Rights, without the prior written consent of Licensors, which consent shall not be unreasonably denied or delayed. Notice of any claim for which indemnification may be sought pursuant to this Agreement shall be given reasonably promptly by HHMI following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to Licensee of any such claim shall not affect the rights of such HHMI Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Licensee. Licensee agrees not to settle any Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled Claim. 10.1.2. Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any actions brought or filed against any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court subject 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damagesindemnity contained herein, whether or not accrued and such actions are rightfully brought. Licensee shall, at its own expense, provide attorneys reasonably acceptable to HHMI to defend against any actions brought or filed against any HHMI Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not known or suspected to exist in its favorsuch actions are rightfully brought.

Indemnity. A. To the fullest extent permitted by law (a) In addition to the payment of expenses pursuant to Section 9.2including, whether or not the transactions contemplated hereby without limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall be consummated, Company agrees to defend (subject with legal counsel reasonably acceptable to Indemnitees’ selection of counselCity), indemnify, pay and hold harmless, each Affected Party harmless City and each Agent, their Affiliates and their respective its officers, partnerselected officials, directorsemployees, trusteesagents, employees and agents volunteers (each, an “Indemnitee”), collectively "Indemnitees") from and against any and all Indemnified claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Design Professional or its subconsultants), expense and liability of every kind, nature and description (including, without limitation, fines, penalties, reasonable court costs and reasonable attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such negligence, IN ALL CASESrecklessness, WHETHER OR NOT CAUSED BY OR ARISINGor willful misconduct includes without limitation the failure of Design Professional to disclose information known by Design Professional to be material to performing the Services. Such obligations to defend, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding hold harmless and indemnify any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company Indemnitee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities apply to the extent that such Indemnified Liabilities arise from are caused by the gross negligence, bad faith active negligence, or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that such Indemnitee. To Notwithstanding any provision of this Agreement to the contrary, the extent that the undertakings of Design Professional's obligation to defend, indemnify, pay and hold harmless shall be governed by the provisions of California Civil Code Section 2782.8. B. Neither termination of this Agreement nor completion of the Services shall release Design Professional from its obligations under this Section 11, as long as the event giving rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective date of any such termination or completion. C. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section 9.3 may section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement. If Design Professional fails to obtain such indemnity obligations from others as required, Design Professional shall be unenforceable fully responsible for all obligations under this Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in whole or in part because they are violative no way act as a waiver of any law rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or public policy, Company heirs of Design Professional and shall contribute survive the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction termination of all Indemnified Liabilities incurred by Indemnitees this Agreement or any of themthis section. (b) To D. Design Professional's compliance with the extent permitted by applicable lawinsurance requirements does not relieve Design Professional from the obligations described in this Section 11, no party hereto which shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (apply whether or not the claim therefor is based on contract, tort or duty imposed by any such insurance policies are applicable legal requirement) arising out of, in connection with, as to a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to From and after the payment Closing, each party hereto (each of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby which is an “Indemnifying Party”) shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, harmless the other party and its Affiliates (each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, of which is an “IndemniteeIndemnified Party”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “Claim”), including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified LiabilitiesParty in connection with or as a result of any breach of a representation, IN ALL CASESwarranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, WHETHER OR NOT CAUSED BY OR ARISINGexhibit, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts certificate or affidavit or Closing Document (to the extent not otherwise payable known by Company under Section 2.16(b)(iiiIndemnified Party prior to Closing Date); provided, Company however, that: (i) no Optionee shall not have any obligation under this Article to indemnify any Indemnitee hereunder Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entity, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entity, or the ownership and operation of the Property for the period from and after the Closing Date; and (b) Ashford Trust OP and Ashford Trust TRS shall indemnify Optionees and hold them harmless from and against all Losses arising from: (A) all Taxes of the Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to any Indemnified Liabilities Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the extent portion of such Indemnified Liabilities arise from Tax period that ends on and includes the gross negligenceClosing Date, bad faith and (C) all Taxes of any Person imposed on the Optionees as a transferee or willful misconductsuccessor, as determined by contract or pursuant to any Law (including, but not limited to, Treasury Regulations Section 1.1502-6 and V.T.C.A., Tax Code, Chapter 171) with respect to obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt: (i) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any Taxes or Losses with respect to Taxes that are attributable to any transaction that occurs on or after the Closing. (ii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability to either Optionee for any Losses attributable to Taxes with respect to (A) any Tax period beginning after the Closing Date, or (B) any portion of a court straddle period (a Tax period which includes but does not end on the Closing Date) that accrue to the period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any transfer Taxes related to the transactions contemplated by this Option Agreement or the exercise of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that Purchase Option, which shall be paid by Ashford Prime. (c) From and after the undertakings Closing Date, Ashford Prime OP and Ashford Prime agree to defend, indemnify, pay jointly and severally indemnify and hold harmless set forth in Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time of the Closing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 9.3 may be unenforceable 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in whole accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in part because they are 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 Indemnitees or any of themwriting from such Existing Guarantees. (bd) To For the extent permitted by applicable lawavoidance of doubt, no party hereto Ashford Trust OP and Ashford Trust TRS shall assertbe jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and all parties hereto hereby waive, Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any claim against any other parties Losses for which Ashford Trust OP and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Ashford Trust TRS are entitled 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, indemnification under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorArticle VIII.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any and all Indemnified Liabilities, 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 excluding Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring on the part of those indemnified directly caused the relevant Loss. (c) The right of those indemnified to be indemnified under this clause 11.1 is in connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release and agree any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (▇) ▇▇▇▇▇ upon any such claim holds the benefit of this indemnity on trust for the benefit of the National Boards and ▇▇▇▇▇'s personnel. (e) Nothing in this Agreement is intended to limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Contractor shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party harmless the State and each Agent, their Affiliates and their respective its officers, partnersrepresentatives, directorsagents, trusteesservants, employees employees, successors and agents (each, an “Indemnitee”), assigns from and against any and all Indemnified Liabilities(1) Claims arising, IN ALL CASESdirectly or indirectly, WHETHER OR NOT CAUSED BY OR ARISINGin connection with the Agreement, IN WHOLE OR IN PARTincluding the acts of commission or omission (collectively, OUT OF THE COMPARATIVEthe "Acts") of the Contractor; and (2) liabilities, CONTRIBUTORYdamages, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts losses, costs and expenses, including but not otherwise payable by Company under Section 2.16(b)(iii); providedlimited to, Company attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Agreement. The Contractor shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities use counsel reasonably acceptable to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction State in a final non-appealable order of that Indemniteecarrying out its obligations under this section. To the extent that the undertakings The Contractor’s obligations under this section to defend, indemnify, pay defend and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative against Claims includes Claims concerning confidentiality of any law part of or public policy, Company shall contribute all of 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 Bid or any Records, any intellectual property rights, other proprietary rights of themany person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the Performance of the Agreement. (b) To The Contractor shall reimburse the extent permitted State for any and all damages to the real or personal property of the State caused by applicable lawthe Acts of the Contractor or any Contractor Parties. The State shall give the Contractor reasonable notice of any such Claims. (c) The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Agreement, no party hereto without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims. (d) The Contractor shall assertcarry and maintain at all times during the term of the Agreement, and all parties hereto hereby waive, during the time that any claim against any other parties and their respective Affiliates, 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 provisions survive 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use term of the proceeds thereof Agreement, sufficient general liability insurance to satisfy its obligations under this Agreement. The Contractor shall name the State as an additional insured on the policy and shall provide a copy of the policy to the Agency prior to the effective date of the Agreement. The Contractor shall not begin Performance until the delivery of the policy to the Agency. (e) The rights provided in this section for the benefit of the State shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party. This section shall survive the Termination, Cancellation or any act or omission or event occurring in connection therewithExpiration of the Agreement, and all parties hereto hereby waive, release and agree shall not to ▇▇▇ upon be limited by reason of any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorinsurance coverage.

Indemnity. (a) In addition The Grantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party harmless the Collateral Agent and each Agent, their of its Affiliates and each of their respective directors, officers, members, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that such Indemnitee. . (b) All amounts due under this Section 7.12 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.12(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall each of the Grantors will 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Security Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Indemnity. The Borrower shall (ai) In addition to pay all reasonable out-of-pocket expenses incurred by the payment Bank, including the reasonable fees, charges and disbursements of expenses pursuant to Section 9.2any one counsel for the Bank, whether in connection with the enforcement or not protection of its rights in connection with this Agreement and (ii) indemnify the transactions contemplated hereby shall be consummatedBank and its affiliates and the respective directors, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partnersemployees, directors, trustees, employees agents and agents advisors of the Bank and such Person’s affiliates (each, each such Person being called an “Indemnitee”)) against, from and against hold each Indemnitee harmless from, any and all Indemnified Liabilitieslosses, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISINGdamages, IN WHOLE OR IN PARTliabilities and related expenses, OUT OF THE COMPARATIVEincluding the fees, CONTRIBUTORYcharges and disbursements of any counsel for any Indemnitee, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable incurred by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to or asserted against any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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, or as a result of, of (i) the execution or in any way related to, delivery of this Agreement or the performance by the parties hereto of their respective obligations hereunder, (ii) any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof therefrom or (iii) any act actual or omission prospective claim, litigation, investigation or event occurring proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee, in connection therewitheach case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and all parties hereto hereby waiveagreed that, release to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and agree other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the Borrower (not to ▇▇▇ upon any such claim be unreasonably withheld or any such damages, whether delayed) and the relevant Indemnitee (not to be unreasonably withheld or not accrued and whether or not known or suspected to exist in its favordelayed).

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Roivant and its respective partners, each Affected Party and each Agentshareholders, their Affiliates and their respective officersmembers, partnersAffiliates, directors, trusteesofficers, employees fiduciaries, managers, controlling Persons, employees, agents, counsel and agents other representatives and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents, counsel and other representatives of each of the foregoing (eachcollectively, an the “IndemniteeIndemnitees”), ) from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or any of them on or after the Effective Date (collectively, the “Indemnified Liabilities”) as a result of, 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 excluding arising out of or in any amounts not otherwise payable by way relating to (i) Roivant’s status as a holder of Equity Securities and (ii) the operations of the Company under Section 2.16(b)(iii)or any of its Subsidiaries; provided, Company provided that the foregoing indemnification rights shall not have any obligation to any Indemnitee hereunder be available with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the arising on account of an Indemnitee’s gross negligence, bad faith negligence or willful misconduct; provided, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To further, that, if and to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 foregoing undertaking may be unavailable or unenforceable in whole or in part because they are violative of for any law or public policyreason, the Company shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any of themwhich is permissible under applicable Law. (bii) To Each Party shall indemnify and hold harmless the extent permitted by applicable law, no party hereto shall assert, other Party and all parties hereto hereby waive, its Indemnitees for any claim against any other parties and their respective Affiliates, directors, employees, attorneys breach of Section 4.05 hereof due to the gross negligence or agents, on any theory willful misconduct of liability, for special, indirect, consequential such Party 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorRepresentatives.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall the applicable Credit Party shall, subject to the proviso in the preceding sentence, 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not any or all of the transactions contemplated hereby shall be consummated, Company each Note Party agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party the Administrative Agent and each AgentHolder, their Affiliates and its and their respective officers, members, shareholders, partners, directors, trustees, employees employees, advisors, representatives and agents and each of their respective successors and assigns and each Person who control any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Note Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent if such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Note 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. (b) To the extent permitted by applicable law, no party hereto Note Party shall assert, and all parties hereto each Note Party hereby waivewaives, releases and agrees not to ▇▇▇ upon any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, Indemnitee on any theory of liability, for special, indirect, exemplary, 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 Agreement, any Credit Note Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Note or the use of the proceeds thereof or any act or omission or event occurring in connection therewith. This Section 10.3 shall not apply with respect to Taxes (including any Taxes covered by Section 2.14) other than any Taxes (including any Tax on the Overall Net Income) that represent losses, and all parties hereto hereby waiveclaims, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoretc. arising from any non-Tax claim.

Indemnity. (a) 5.1 In this paragraph 5, a reference to CHW shall also include the Methodist Church, and the provisions of this paragraph 5 shall be for the benefit of CHW and the Methodist Church and shall be enforceable by each such member of the Methodist Church in addition to CHW. 5.2 The Hirer shall indemnify CHW against all liabilities, costs, expenses, damages and losses suffered or incurred by CHW arising out of or in connection with: 5.2.1 the payment Hirer's breach or negligent performance or non-performance of expenses pursuant to Section 9.2its obligations under this Agreement; 5.2.2 any claim made against CHW for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Event; 5.2.3 any claim made against CHW by a third party arising out of or in connection with the provision of any services or the supply of any goods by the Hirer (or any employee, whether agent or not sub-contractor of the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation Hirer) to any Indemnitee hereunder with respect to person at the Event; 5.2.4 any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined claim made against CHW by a court third party for death, personal injury or damage to property arising out of competent jurisdiction or in a final non-appealable order of that Indemnitee. To connection with the Event, 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 are violative of any law or public policy, Company shall contribute the maximum portion that it same is permitted to pay and satisfy under applicable law attributable to the payment and satisfaction acts or omissions of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable lawHirer, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, its employees, attorneys agents or agents, on any theory subcontractors; and 5.2.5 the cost of liability, for special, indirect, consequential or punitive damages (as opposed making good all damage 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, Space suffered as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, of the Hirer and all parties hereto hereby waivecosts of any reinstatement or repair which is required together with a daily fee of 150% of the Hire Fee whilst any repair or reinstatement takes place which means the Space, release and agree or any part of it, cannot be used commercially. This amount constitutes a genuine pre-estimate of CHW’s losses in such circumstances. 5.3 This indemnity shall not apply only to the extent that matters covered by paragraph 5.2 arise or are caused by CHW’s negligence or default. 5.4 If any third party makes a claim, or notifies an intention to make a claim, against CHW which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), CHW shall: 5.4.1 as soon as reasonably practicable, give written notice of the Claim to the Hirer, specifying the nature of the Claim; and 5.4.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Hirer (such consent not to ▇▇▇ upon be unreasonably conditioned, withheld or delayed), provided that CHW may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Hirer, but without obtaining the Hirer’s consent) if CHW believes that failure to settle the Claim would be prejudicial to it in any material respect. 5.5 If a payment due from the Hirer under this paragraph 5 is subject to tax (whether by way of direct assessment or withholding at its source), CHW shall be entitled to receive from the Hirer such claim or any such damagesamounts as will ensure that the net receipt, whether or after tax, to CHW in respect of the payment is the same as it would have been were the payment not accrued and whether or not known or suspected subject to exist in its favortax.

Indemnity. To the furthest extent permitted by California law, Construction Manager shall indemnify, protect, and hold free and harmless the Indemnified Parties from any and all Claim(s), to the extent that the Claim(s) arises out of, pertains to, or relates to the negligence (aactive or passive, ordinary or gross), recklessness (ordinary or gross), errors or omissions, or willful misconduct of Construction Manager, its directors, officials, officers, employees, contractors, subcontractors, Subconsultants, or agents directly or indirectly arising out of, connected with, or resulting from the performance of the Services, the Project, or this Agreement. Construction Manager shall not be subject to liability under this Article for Claims that result from the active or sole negligence or willful misconduct of the Indemnified Parties or for Claims that result from defects in design furnished by the Indemnified Parties. Construction Manager shall defend and pay all costs, expenses and fees to defend the Indemnified Parties, from any and all Claim(s), to the extent that the Claim(s) In addition arises out of, pertains to, or relates to the alleged negligence (active or passive, ordinary or gross), recklessness (ordinary or gross), errors or omissions, or willful misconduct of Construction Manager, its directors, officials, officers, employees, contractors, subcontractors, Subconsultants, or agents directly or indirectly arising out of, connected with, or resulting from the performance of the Services, the Project, or this Agreement. Construction Manager shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties in any Claim. Construction Manager shall also reimburse Judicial Council for the cost of any settlement paid by Judicial Council arising out of any Claim. Construction Manager must reimburse the Indemnified Parties for any and all legal expenses and costs, including attorneys’ fees, expert witness fees and consultant fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided to the extent caused by this agreement to indemnify. Construction Manager’s obligation to indemnify is not restricted to insurance proceeds, if any, received by the Indemnified Parties. The Judicial Council has the right to accept or reject any legal representation that Construction Manager proposes to defend the Indemnified Parties. Construction Manager’s obligation to defend the Indemnified Parties shall be triggered immediately upon any of the Indemnified Parties providing Notice to Construction Manager of the Claim. However, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Construction Manager shall meet and confer with the other parties regarding unpaid defense costs to negotiate a re-allocation of costs amongst the defendants. This “Indemnity” provision shall survive the early termination or expiration of the Agreement. LIABILITY OF THE JUDICIAL COUNCIL Other than as provided in this Agreement, Judicial Council’s obligations under this Agreement are limited to the payment of expenses pursuant the Fee provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event will Judicial Council be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect, or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the Services performed in connection with this Agreement. Judicial Council shall not be responsible for any damage to Section 9.2persons or property as a result of the use, whether misuse or not failure of any equipment used by Construction Manager, or by its employees, even if the transactions contemplated equipment was furnished or loaned to Construction Manager by Judicial Council. The Construction Manager hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against waives any and all Indemnified Liabilitiesclaim(s) for recovery from the Judicial Council under this Agreement, IN ALL CASESwhich loss or damage is covered, WHETHER OR NOT CAUSED BY OR ARISINGwhether paid or unpaid, IN WHOLE OR IN PARTby valid and collectible insurance policies or programs of self-insurance. Construction Manager agrees to have its required insurance policies endorsed to prevent the invalidation of insurance coverage by reason of this waiver. This waiver extends to claims paid, OUT OF THE COMPARATIVEor expenses incurred, CONTRIBUTORYby Construction Manager’s insurance company on behalf of the Judicial Council. Neither the Judicial Council, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding nor any amounts not otherwise payable other officer or employee of the Judicial Council will be personally responsible for liabilities arising under the Agreement. COMMUNICATIONS / NOTICE Notices and communications between the Parties to this Agreement shall be sent to the following addresses: Judicial Council Facilities Services | Administrative Division Judicial Council of California ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ATTN: [@Attention] Construction Manager [@Construction Management Firm [@Address] ATTN: [@Attention] Any Notice personally given is effective upon receipt. Any Notice sent by Company under Section 2.16(b)(iii); provided, Company overnight delivery service is effective the day after delivery. Any Notice given by mail is effective five (5) days after deposit in the United States mail. NONDISCRIMINATION/NO HARASSMENT CLAUSE The Construction Manager and its Subconsultants shall not have unlawfully discriminate against any obligation to any Indemnitee hereunder employee or applicant for employment because of race, creed, religion, color, national origin, ancestry, physical or mental disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), medical condition, marital status, age (over 40), sex, sexual orientation, gender identity, or domestic partner status. The Construction Manager and its Subconsultant(s) shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. During the performance of this Agreement, the Construction Manager and its Subconsultants must not engage in unlawful harassment, including sexual harassment, with respect to any Indemnified Liabilities persons with whom the Construction Manager or its Subconsultants interact in the performance of this Agreement. Construction Manager and its Subconsultants must take all reasonable steps to prevent harassment from occurring. Construction Manager must comply with applicable provisions of the extent such Indemnified Liabilities arise from Fair Employment and Housing Act, California Government Code section 12900 et seq., and the gross negligenceapplicable regulations promulgated under California Code of Regulations, bad faith or willful misconducttitle 2, as determined by a court section 11000 et seq. The applicable regulations of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defendFair Employment and Housing Council implementing California Government Code section 12900 et seq., indemnify, pay and hold harmless set forth in chapter 5 of division 4.1 of title 2 of the California Code of Regulations, are incorporated into this Section 9.3 may be unenforceable Agreement by reference and made a part of it as if set forth in whole or in part because they are violative full. The Construction Manager shall comply with applicable provisions of any law or public policythe Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. section 12101 et seq.), Company shall contribute which prohibits discrimination on the maximum portion that it is permitted to pay basis of disability, as well as with all applicable regulations and satisfy under applicable law guidelines issued pursuant to the payment ADA. Construction Manager must include the nondiscrimination/no harassment and satisfaction compliance provisions of this clause in any and all Indemnified Liabilities incurred subcontracts issued to perform Work under the Agreement. Construction Manager must not enter into any subcontract with any person or firm decertified from State contracts pursuant to Government Code section 12990. No more than one (1) final, unappealable finding of contempt of court by Indemnitees a federal court has been issued against the Construction Manager within the immediately preceding two (2) year period because of the Construction Manager’s failure to comply with an order of the National Labor Relations Board. DISABLED VETERAN BUSINESS ENTERPRISE PARTICIPATION This Project has a Disabled Veteran Business Enterprise (“DVBE”) participation goal of three percent (3%). The Construction Manager must document its DVBE compliance by completing the DVBE Participation Form set forth as Exhibit I. DRUG FREE WORKPLACE By signing the Agreement, the Construction Manager certifies, under penalty of perjury under the laws of the State of California, that the Construction Manager will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code section 8350 et seq.). No drugs, alcohol and/or smoking are allowed at any time in any buildings and/or grounds on Judicial Council property. No visitor or contractor is to use drugs on these sites. The Construction Manager’s indemnity obligations of the Agreement include the Construction Manager’s obligation to enforce and maintain a drug free workplace. UNION ORGANIZING Union Organizing. Construction Manager, by signing the Agreement, hereby acknowledges the applicability of Government Code section 16645 through section 16649 to the Agreement. Construction Manager will not assist, promote, or deter union organizing by employees performing work on a Judicial Council contract, including a public works contract. No Judicial Council funds received under the Agreement will be used to assist, promote, or deter union organizing. Construction Manager will not, for any business conducted under the Agreement, use any Judicial Council property to hold meetings with employees or supervisors, if the purpose of them. (b) To those meetings is to assist, promote or deter union organizing, unless the extent permitted by applicable lawJudicial Council property is equally available to the general public for holding meetings. If Construction Manager incurs costs, or makes expenditures to assist, promote or deter union organizing, Construction Manager will maintain records sufficient to show that no party hereto shall assertreimbursement from Judicial Council funds has been sought for these costs, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed that Construction Manager must provide those records 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ Attorney General upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorrequest.

Indemnity. (ai) The Company shall indemnify the Landmark Parties against any loss, cost or damages (including reasonable attorneys' fees but excluding consequential damages) (each, a "Loss" and, collectively, "Losses") incurred by ---- ------ any Landmark Party as a result of the breach by the Company of any representation, warranty, covenant or agreement in this Agreement or any certificate delivered in connection herewith. (ii) The Company shall also indemnify the Landmark Parties against any lawsuits, claims, actions, suits, proceedings, or investigations relating to the transactions contemplated by the Transaction Documents by any person other than the Company, including, without limitation, any shareholder suits brought by or on behalf of the Company's shareholders. (iii) The Company's indemnity obligation under Section 11.5(a)(i) shall be limited as follows: (A) under such provision, the Company shall not be obligated to indemnify either Landmark Party until the Losses sustained, incurred, paid or required to be paid by the Landmark Parties exceed, in aggregate, a Three Hundred Thousand Dollars ($300,000) threshold (the "Basket"), ------ at which point the Company shall be obligated to indemnify the applicable Landmark Party(ies) from and against all Losses relating back to the first dollar and (B) there will be an $11,500,000 aggregate ceiling (the "Cap") on the --- obligation of the Company to indemnify the Landmark Parties under such provision; provided, the foregoing notwithstanding, the Basket and Cap shall not apply to Losses arising out of, resulting from, or related to (x) the breach of any Special Representation and Warranty or (y) the breach of any covenant or agreement (including, without limitation this Section 11.5). (iv) Notwithstanding the foregoing, the Company shall also indemnify the Landmark Parties for any Losses arising out of or relating to any items listed on Schedule 3.20 including without limitation any liabilities ------------- related to employee contributions under the Company's 401(k) plan, Cafeteria Plan (whether imposed by any party) and any penalties associated therewith. (v) In addition to the payment foregoing, in the event that the Company shall issue any shares of expenses Common Stock or equity or debt securities convertible, exchangeable or exercisable into Common Stock to Surfari, Inc. a Tennessee corporation ("Surfari") pursuant to Section 9.2the terms of that certain Asset Purchase ------- Agreement, whether dated as of November 30, 2000, by and between the Company and Surfari, as amended (the "Surfari Agreement") or not otherwise issue any such shares ----------------- to Surfari, the transactions contemplated hereby Company shall issue to LV a number of shares of Series B Preferred Stock equal on an as-converted basis to the number of shares of Common Stock issued to Surfari. Notwithstanding the foregoing calculation of the number of shares on an as-converted basis, LV shall be consummated, Company agrees entitled to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities anti- dilution protections applicable to the extent such Indemnified Liabilities arise from shares of Series B Preferred Stock under the gross negligence, bad faith Articles of Incorporation or willful misconductRestated Charter, as determined by a court of competent jurisdiction in a final non-appealable order of applicable, on the same basis as if LV had been issued such shares at the First Tranche Closing and would consequently be entitled to protection for below market issuances on and after that Indemnitee. To the extent that the undertakings date (other than as issued pursuant to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them11.5(a)(v)). (b) To The Landmark Parties shall indemnify the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim Company against any other parties and their respective Affiliates, 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 Loss incurred by the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Company as a result ofof the breach by the Landmark Parties of any representation, warranty, covenant or agreement in this Agreement. (c) Subject to the consummation of the First Tranche Closing, the Company agrees (i) that money damages would not be sufficient remedy for the Landmark Parties for any way related to, breach of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred by the Company, (ii) that in addition to herein or thereinall other remedies, the transactions contemplated hereby Landmark Parties shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach, and (iii) to waive any requirement for the securing or thereby, posting of any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring bond in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any with such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorremedy.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Airlines agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Agent, each Affected Party Securityholder and each Agent, of their respective Affiliates and their respective each and all of the directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that such Indemnitee. . (b) All amounts due under this Section 9.08 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 9.08(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall to the fullest extent permitted by applicable Law, Airlines will 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. (bd) To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and all parties hereto hereby waive, Airlines will not assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit Document other Operative Agreement or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithIndemnified Liability, and all parties hereto to the fullest extent permitted by applicable Law, Airlines hereby waiveforever waives, release releases and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 9.08 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Indemnity. (a) In addition The parties hereby acknowledge and agree that Tenant is entering into this Agreement solely as an accommodation to Landlord and [Emeritus/EmeriCare]. Accordingly, as between Landlord and [Emeritus/EmeriCare], on the payment one hand, and Tenant, on the other hand, (i) Landlord shall bear sole responsibility for (a) any non-performance under this Agreement and (b) any liabilities, claims, demands or causes of expenses pursuant to Section 9.2, whether action arising or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection asserted against Tenant or any of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective Tenant's officers, partners, directors, trusteesagent, employees employees, affiliates and agents insurers, including, without limitation, Tenant's Chief Restructuring Officer and Receiver (eachcollectively, an “Indemnitee”)" Tenant Indemnified Parties") by Landlord, [Emeritus/EmeriCare] or any other person or entity as a result of the leasing of the Facility by Tenant pursuant to this Agreement and/or the operation of the Facility during the Lease Term; and (ii) Landlord and/or [Emeritus/EmeriCare] shall jointly and severally indemnify, defend and hold harmless Tenant and Tenant's Indemnified Parties from and against against (a) any and all damages, losses, costs and expenses arising from any breach of this Agreement and (b) any liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys fees) arising or asserted against Tenant or Tenant's Indemnified LiabilitiesParties during or following the Lease Term as a result of the leasing of the Facility by Tenant pursuant to this Agreement, IN ALL CASESthe operation of the Facility during the Lease Term of this Agreement and/or the provision of the Services by [Emeritus/EmeriCare] pursuant to this Agreement (collectively, WHETHER OR NOT CAUSED BY OR ARISINGthe “Losses”). Notwithstanding the foregoing, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company the indemnity provided for herein shall not have apply (a) with respect to Losses proximately caused by the gross negligence or willful misconduct of Tenant or any obligation of the Tenant Indemnified Parties or (b) to any Indemnitee hereunder liabilities, claims, demands or causes of action arising or asserted against Tenant, any of the Tenant Indemnified Parties, Landlord or [Emeritus/EmeriCare] with respect to the leasing or operation of the Facility prior to the Effective Date or (c) limit any rights which Landlord may have to seek indemnity from [Emeritus/EmeriCare] or which [Emeritus/EmeriCare] may have to seek indemnity from Landlord with respect to any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 matters described in this Section 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them5(a). (b) To Tenant shall promptly notify Landlord and [Emeritus/EmeriCare] in writing of any claim or demand which Tenant has received or determines could give rise to a right of indemnification under this Section 5 (an “Indemnity Notice”). Subject to the extent permitted by right of Landlord and/or [Emeritus/EmeriCare] to defend in good faith third party claims as hereinafter provided, Landlord and/or [Emeritus/EmeriCare] shall satisfy its obligations under this Section 5 within thirty (30) days after the receipt of an Indemnity Notice from Tenant, it being agreed that neither Landlord nor [Emeritus/EmeriCare] shall be required to satisfy such obligations during any period in which Landlord or [Emeritus/EmeriCare] is defending in good faith the applicable law, no third party hereto claim in the manner described below. (c) If Tenant shall assertdeliver an Indemnity Notice to Landlord and [Emeritus/EmeriCare] pursuant to Section 5(b), and all parties hereto hereby waiveif Indemnity Notice relates to a claim or demand asserted by a third party against Tenant, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages the following provisions shall apply: (as opposed to direct or actual damagesi) (whether or not Landlord and/or [Emeritus/EmeriCare] shall have the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out ofright, in connection withits reasonable discretion, as a result of, to either (x) pay such claim or in any way related to, this Agreement demand or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred (y) employ counsel reasonably acceptable to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not Tenant to ▇▇▇ upon defend any such claim or demand asserted against Tenant. (ii) Tenant shall have the right to participate in the defense of any such damagesclaim or demand at its own expense unless there is a conflict between the interests of Tenant, whether on the one hand, and Landlord and/or [Emeritus/EmeriCare], on the other hand, in which case Tenant shall have the right, subject to the consent of [Emeritus/EmeriCare], which consent shall not be unreasonably withheld, to retain a single attorney or law firm to serve as its separate counsel at the cost and expense of the Facility. (iii) Landlord or [Emeritus/EmeriCare] shall notify Tenant in writing, as promptly as possible, but in any case by the later of (i) fifteen (15) days before the due date for the answer or response to a claim or ten (10) days after receipt of the Indemnity Notice (the “Answer Period”) of its election to defend in good faith any such third party claim or demand or to pay such claim or demand, the failure of Landlord or [Emeritus/EmeriCare] to give notice of an election to defend within such time period being deemed to be an election to pay such claim or demand, which payment shall be made within ten (10) business days after the end of the Answer Period. (iv) So long as Landlord or [Emeritus/EmeriCare] is defending in good faith any such claim or demand asserted by a third party against Tenant, Tenant shall not accrued settle or compromise such claim or demand, it being understood and whether agreed that Landlord or not known [Emeritus/EmeriCare], acting on behalf of Landlord, shall have the sole right to settle or suspected to exist compromise such claim or demand; provided, however, that the consent of Tenant, which consent may be withheld in its favorsole discretion, shall be required for any settlement or disposition of any claim or demand which results in any liability (which is not fully and promptly paid by Landlord or [Emeritus/EmeriCare] at the time of settlement) to, or the imposition of equitable relief, administrative sanctions or any other limitation on the operating authority of, Tenant. If neither Landlord nor [Emeritus/EmeriCare] elects to defend any such third party claim or demand and does not timely pay such claim or demand in accordance with this Section 5, then Tenant shall have the right to contest, compromise or settle such claim or demand and the cost of defense and settlement shall be an expense of operating the Facility in accordance with the terms hereof. (v) Each of Tenant, Landlord and [Emeritus/EmeriCare] and their respective agents shall make available to the other all records and other materials in their possession reasonably required by the other for use in contesting any third party claim or demand. (vi) As security for its obligations under this Section 5, on the Effective Date, [Emeritus/EmeriCare] shall provide Tenant with a certificate evidencing that Tenant has been named as an additional insured on any general and professional liability insurance policies then in effect with respect to the Facility and such coverage shall remain in effect and updated certificates shall be provided for the applicable period in which any claims which are the subject of this Section 5 may be brought against Tenant. (vii) The obligations of Landlord and [Emeritus/EmeriCare] under this Section 5 shall survive the expiration or earlier termination of the Lease Term.

Indemnity. 2.1 Subject to the terms of this deed, the Company hereby agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) ("Liability" or "Liabilities") which may be made against her or which she may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution or discharge of her duties or responsibilities or the exercise or purported exercise of her powers or discretions as a director or officer or employee of the Company or any other companies of which she has been requested to act as director or other such officer by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith, including (but without limitation) and any Liability reasonably incurred or suffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Subject to the terms of this deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs") incurred by the Director in defending any claim, action or proceedings (whether civil, criminal or regulatory) in connection with the actual or purported execution and/or discharge of the duties of her office and/or the actual or purported exercise of her powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any Associated Companies by way of a loan, save where the Company considers (acting reasonably) that it would not promote the success of the Company to do so. The following provisions shall apply: (a) In addition to the payment Company (acting reasonably) may impose such terms as it sees fit in connection with the granting of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them.loan; (b) To the extent permitted by applicable lawDirector shall repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in the event that the Director is convicted or judgment is given against her in the proceedings or the court refuses to grant the Director relief on the application on the date on which the conviction, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys judgment or agents, on any theory refusal of liability, for special, indirect, consequential or punitive damages relief (as opposed to direct applicable) becomes final; (c) if once the claim, action or actual damages) (whether or not proceedings have been finally concluded and there has been no adverse judgement against 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinDirector, the transactions contemplated hereby or thereby, any Revolving Loan or Director shall be exonerated from the use of obligation to repay the proceeds thereof or any act or omission or event occurring loan and the Company’s indemnity obligation in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorclause 2 shall be thereby satisfied.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (if requested by the Indemnitees and subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates Lead Arranger and their respective Lender and the Issuing Bank and the officers, partners, directors, trustees, employees employees, agents, sub-agents and agents Affiliates of each Agent, each Lead Arranger, each Lender and the Issuing Bank (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents, Lead Arrangers and Issuing Bank and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each of Holdings and Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition The Warrantors hereby agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless each Series B3 Investor, each Affected Party and each Agentsuch Series B3 Investor’s respective employees, their Affiliates Affiliates, Associates, agents and their respective officersassigns (collectively, partners, directors, trustees, employees the “Indemnified Parties” and agents (each, an “IndemniteeIndemnified Party”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable Indemnifiable Losses suffered by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable lawIndemnified Parties, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys directly 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 withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to this Agreement or any Credit Document of the other Transaction Documents. (b) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), provided that such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or equal to US$100,000, in which case the Warrantors shall be liable for the total aggregated amounts of the Indemnifiable Loss back to the first dollar and not for the excess amount only. For the purposes of calculating the amounts for any Indemnifiable Losses, all materiality or Material Adverse Effect qualifiers contained in any representations, warranties or covenants shall be disregarded. (c) Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to a Series B3 Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price paid by such Series B3 Investor for its Subscription Shares, provided however, the aggregate indemnification liability cap of the Warrantors in this Section 7.6(c) shall not apply to any Liability of any Warrantor in connection with fraud or criminal acts of such Warrantor that materially jeopardizes the interests of the Group Companies or the Business or any agreement other future business that the Group Companies may be engaged in (such fraud or instrument contemplated hereby or thereby or referred criminal acts, “Disqualifying Event”). 41 Share Purchase Agreement (d) With respect to herein or thereinany Indemnifiable Loss suffered by any Series B3 Investor as a result of the breach of any Group Company, the transactions contemplated hereby or therebyPrincipals shall bear and assume the relevant indemnification liability only when all the Group Companies fail to bear and assume the relevant indemnification liability pursuant to Section 7.6(a). In the event the Group Companies fail to pay any portion of the Indemnifiable Loss suffered by any Series B3 Investor, within three (3) months after receiving a valid claim for indemnification raised by such Series B3 Investor, the Principals shall, within one (1) month after the expiry of such three (3) months period, pay to such Series B3 Investor by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Series B3 Investor, any Revolving Loan or shortfall in respect of such claim not paid by the use Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to all Series B3 Investors (including all of their relevant Indemnified Parties) shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a fraction, the numerator of which is the number of Series B3 Preferred Shares then held by such Series B3 Investor, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares and Series B3 Preferred Shares then held by all the holders of the proceeds thereof Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares and Series B3 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). Notwithstanding anything to the contrary in this Agreement, this Section 7.6(d) shall not apply if there is a Disqualifying Event. (e) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend in a diligent manner any actions or omission proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgement under the foregoing legal proceedings against the Indemnified Party suffered by it in good faith shall be conclusive evidence of the amount of Indemnifiable Losses suffered by it against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or event occurring in connection therewithproceeding against the Indemnified Party or is not allowed to control its defense, and all parties hereto judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby waiveacknowledges that, release and agree not to ▇▇▇ upon regardless of any such claim investigation or any such damages, whether diligence made (or not accrued made) by or on behalf of any Indemnified Party, the Series B3 Investors have entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and whether other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or not known otherwise limit in any way the exercise of any other rights or suspected pursuit of other remedies for the breach of this Agreement or with respect to exist any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to a Series B3 Investor: (i) provided in this Section 7.6 (other than a breach of any Fundamental Warranty, a breach of the covenant described in Section 6.2(c) and any indemnity obligations related to the foregoing) shall remain effective until the later of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to such Series B3 Investor after the Company consummates the IPO and when such Series B3 Investor may freely transfer all its favorEquity Securities of the Company without any volume, manner of sale or timing restriction. 42 Share Purchase Agreement (ii) for a breach of the covenant described in Section 6.2(c) shall remain effective until the latest of (1) 15 months after the Series B1 Closing, (2) the expiration of the lock-up period applicable to such Series B3 Investor after the Company consummates the IPO and when such Series B3 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction and (3) one year after the Completion of an IPO.

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by law, whether or not the transactions contemplated hereby Tenant shall be consummateddefend, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Landlord, each Affected Party its agents, lenders, and each Agent, their Affiliates any and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”)all affiliates of Landlord, from and against any and all Indemnified Liabilitiesclaims, IN ALL CASESliabilities, WHETHER OR NOT CAUSED BY OR ARISINGcosts or expenses arising on or after the Commencement Date from Tenant’s use or occupancy of the Premises, IN WHOLE OR IN PARTor from the conduct of its business, OUT OF THE COMPARATIVEor from any activity, CONTRIBUTORYwork, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding or thing done, permitted or suffered by Tenant or its agents, employees, subtenants, invitees or licensees in or about the Premises, or from any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconductmisconduct of Tenant or its agents, as determined employees, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them10.2. (b) To the fullest extent permitted by applicable law, no but subject to Section 10.3, Landlord shall indemnify and hold harmless Tenant from and against any and all claims, liabilities, costs or expenses arising on or after the Commencement Date from the gross negligence or willful misconduct of Landlord or anyone acting on behalf of or under the direction of Landlord. (c) Unless otherwise expressly provided in this Lease, neither Landlord nor Tenant will be liable for punitive damages, consequential damages or special damages (it being expressly acknowledged and agreed that any damages incurred by a party hereto arising out of third party claims for which indemnification is required pursuant to this Lease shall assert, be deemed actual damages of the party which incurs them and not subject to the foregoing exclusion). Tenant shall be fully liable for any and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys consequential damages relating to 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, of any failure of Tenant to vacate and surrender the Premises on or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred prior to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use expiration of the proceeds thereof or any act or omission or event occurring Term in connection therewithaccordance with the terms and provisions of this Lease (collectively, and all parties hereto hereby waive“Holdover Consequential Damages”); provided, release and agree however, Tenant’s liability for Holdover Consequential Damages shall not exceed an amount equal to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe monthly Basic Rent payable during the period immediately preceding the Expiration Date multiplied by thirty (30).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Except as otherwise expressly provided in paragraph 7.07 hereof, whether or not the transactions contemplated Franchisee hereby shall be consummated, Company agrees to protect, defend (subject to Indemnitees’ selection of counsel)and indemnify Franchisor, indemnifyits direct or indirect parents, pay their subsidiaries, affiliates and designees and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), them harmless from and against any and all Indemnified Liabilitiescosts and expenses actually incurred by them or for which they are liable, IN ALL CASESincluding attorneys’ fees, WHETHER OR NOT CAUSED BY OR ARISINGcourt costs, IN WHOLE OR IN PARTlosses, OUT OF THE COMPARATIVEliabilities, CONTRIBUTORYdamages, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedclaims and demands of every kind or nature, Company shall not have any obligation and including those incurred pursuant to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligencea settlement entered into in good faith, bad faith or willful misconduct, as determined by a court arising out 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 9.3 may be unenforceable in whole or in part because they are violative connection with the Franchised Business, including specifically without limitation any claim or controversy arising out of (a) any law or public policyTransfer by Franchisee referred to in paragraph 10.02 hereof, 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 Indemnitees or any of them. (b) To acts or omissions of Franchisee that are not in strict compliance with this Agreement and the extent permitted by applicable lawOperations Manual in respect of use or display of the Service Marks, or (c) acts or omissions of Franchisee that tend to create an impression that the relationship between the parties hereto is other than one of Franchisor and Franchisee. Notwithstanding the foregoing, (x) Franchisee shall have no party hereto shall assertobligation to protect, defend or indemnify Franchisor, its direct or indirect parents, their subsidiaries, affiliates or designees from and against any such costs or expenses arising from the conduct of Franchisor found to be willful, malicious or grossly negligent, and all parties hereto hereby waive, (y) in any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages proceeding in which Franchisor has been found to have been actively negligent (as opposed to direct passively negligent or actual damagesvicariously liable), Franchisor and Franchisee shall each bear all of such costs and expenses (i) in proportion to any finding of comparative negligence made in such proceeding or (whether or not the claim therefor is ii) if no such finding has been made, as shall be determined in a communication and dispute resolution proceeding pursuant to Article XII hereof, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use application of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorcomparative negligence standards.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company a. Contractor agrees to defend (subject to Indemnitees’ selection of counsel)protect, indemnifydefend, pay indemnify and hold harmlessharmless Operator, each Affected Party and each Agent, their Affiliates and their respective its officers, partners, directors, trusteesemployees or their invitees, employees and agents (each, an “Indemnitee”)any working interest owner or non operator for whom Operator is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Contractor’s or its subcontractors’ performance or non performance of this Agreement, except for such as may be caused by the negligence of Operator, its agents or employees. Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Operator. If it is judicially determined that the monetary limits of the insurance required hereunder or of the indemnities voluntarily assumed in this Paragraph (which Contractor and all Indemnified LiabilitiesOperator hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnitees, IN ALL CASESor voluntarily self-insured, WHETHER OR NOT CAUSED BY OR ARISINGin part or whole) exceed the maximum limits permitted under applicable law, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company it is agreed that said insurance requirements or indemnities shall not have any obligation automatically be amended to any Indemnitee hereunder with respect to any Indemnified Liabilities conform to the extent maximum monetary limits permitted under such Indemnified Liabilities arise from the gross negligencelaw. b. Operator agrees to protect, bad faith 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 indemnify and hold harmless set forth in Contractor, its officers, directors, employees or their invitees, and any working interest owner or non operator for whom Contractor is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Operator’s or its subcontractors’ performance or non performance of this Master Service Agreement, except for such as may be caused by the negligence of Contractor, its agents or employees. Operator’s indemnity under this Section 9.3 may shall be unenforceable in whole without regard to and without any right to contribution from any insurance maintained by Contractor pursuant to Section 10 above. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily assumed under this Section (which Contractor and Operator hereby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part because they are violative of any law or public policy, Company shall contribute whole) exceed the maximum portion that it is limits permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto it is agreed that said insurance requirements or indemnities shall assert, automatically be amended to conform to the maximum monetary limits permitted under such law. c. Operator and all parties hereto hereby waive, Contractor each waive any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for right to special, indirect, indirect and consequential or punitive damages (as opposed to direct or actual damages) (whether or not against 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorother party hereto.

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by Applicable Law, whether or not the transactions contemplated hereby Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay pay, reimburse and hold harmless, each Affected Party harmless Barclays (for and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), on behalf of any Indemnified Person) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable Losses directly or indirectly suffered or incurred by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Person related in any way to the System, any related assets or otherwise relating to this or any other Inventory Document to the extent such Indemnified Liabilities arise from arising out of (i) a breach by the Company of its obligations, agreements, representations or warranties under this Agreement, (ii) the failure of the Company to act in accordance with Good Industry Practice, or (iii) the gross negligence, willful misconduct or bad faith or willful misconductof the Company, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To except to the extent that such Losses are caused by the undertakings to defendgross negligence, indemnifywillful misconduct or bad faith on the part of Barclays, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole its employees or in part because they are 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 Indemnitees or any of themits agents. (b) To the fullest extent permitted by applicable lawApplicable Law, no party hereto Barclays shall assertdefend, indemnify, pay, reimburse and hold harmless the Company (for and on behalf of any Company Indemnified Person) from and against all parties hereto hereby waiveLosses directly or indirectly suffered or incurred by any Company Indemnified Person related in any way to the System, any claim against related assets or otherwise relating to this or any other parties and their respective AffiliatesInventory Document caused by (i) a breach by Barclays of its obligations, directorsagreements, employeesrepresentations or warranties under this Agreement, attorneys or (ii) the gross negligence, willful misconduct or bad faith of Barclays, its employees or its agents. (c) To the fullest extent permitted by Applicable Law, the Company shall, on demand, defend, indemnify, pay, reimburse and hold harmless Barclays (for and on behalf of itself and any theory of liability, other Indemnified Person) for special, indirect, consequential and against all Losses suffered or punitive damages (as opposed to direct incurred directly or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed indirectly by any applicable legal requirementIndemnified Person (acting reasonably) arising out of, in connection withwith any Environmental Matter to the extent arising at any time when the Company has custody and control of Barclays’ Inventory. (d) In the event of any Release or threatened Release of any Hazardous Substance from the System or any component thereof while Crude Oil and/or Products owned by Barclays or any of its Affiliates (or which Barclays or any of its Affiliates have any interest in or rights concerning) are in the custody and/or control of the Company (and/or of its Affiliates), the following shall apply: (i) the Company shall take all necessary action and/or work (including, but not limited to, all remedial action) in order to prevent any further Release of Hazardous Substance and to mitigate the presence and/or effect of any Hazardous Substance which has been Released to a standard required pursuant to Environmental Laws and/or the requirements of any Environmental Approval and/or any regulatory authority; (ii) the Company shall immediately notify (in writing) Barclays of any material Release or threatened Release of any Hazardous Substance which is likely to be subject to the action and/or steps described in this Section 10.1(d); and (iii) any action and/or work carried out under this Section 10.1(d) or otherwise shall be performed in accordance with all applicable Environmental Laws and the requirements of any regulatory authority (including any port or marine authorities). (e) In the event that a Party suffers or incurs any Losses as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof Release or threatened Release of any act Hazardous Substance (in the circumstances described above), nothing in this Section 10 shall prohibit or omission restrict the recovery of such Losses from any other Party (or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not third party) under Environmental Laws except that no Party shall be entitled to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected recover where the Losses arose from their failure to exist in its favorcomply with the terms of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and harmless each Agent, the Issuing Bank, Arranger and Lender, each of their respective Affiliates and each of their respective officers, partners, members, directors, trustees, employees advisors, employees, agents and sub-agents of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence, bad faith or willful misconductmisconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) out of or in connection with any claim, litigation, loss or proceeding not involving an act or omission of, or a final non-appealable order condition relating to, the Borrower, the Permitted Holders, or any Subsidiary, Affiliate, partner, director, agent, employee or controlling person of the Borrower and that is brought by such Indemnitee against any Affiliate, partner, director, agent, employee or controlling person of such Indemnitee, or by any Affiliate, partner, director, agent, employee or controlling person of such Indemnitee against such Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties the Issuing Bank, each Lender, Agent and Arranger and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto the Borrower hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition The Company and the Guarantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party harmless the Collateral Trustee and its Affiliates and each Agentand all of the directors, their Affiliates and their respective officers, partners, directors, trustees, employees employees, attorneys-in-fact and agents agents, and (eachin each case) their respective successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation that no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable judgment of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that such Indemnitee. . (b) All amounts due under this Section 7.11 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.11(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, each of the Company shall and the Guarantors will 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. (bd) To Neither the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, Company nor any Guarantor will assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, and the transactions contemplated hereby or thereby, any Revolving Loan or the use Company and each of the proceeds thereof or any act or omission or event occurring in connection therewithGuarantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.11 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The ▇▇▇▇▇ Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)protect, indemnify, pay defend and hold harmlessharmless ▇▇▇▇▇ R&M, and ▇▇▇▇▇ R&M shall protect, indemnify, defend and hold harmless the ▇▇▇▇▇ Company and the Financing Parties, together with in each Affected Party and each Agent, their Affiliates and their case the respective officers, partners, indemnitee's directors, trusteesofficers, employees and agents (each, an “Indemnitee”), including but not limited to affiliates and their employees) from and against all liabilities, damages, losses, penalties, claims, judgments, awards, costs, expenses (including reasonable legal fees and any fines or assessments charged against it), demands, suits and all Indemnified Liabilitiesproceedings of any nature whatsoever for death, 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 excluding injury or property damage that arise out of or are in any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder manner connected with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth party in its performance of this Section 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themProduct Purchase Agreement. (b) To Each party's obligations with respect to claims and suits covered by this Section are subject to the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory conditions that (i) the indemnitee gives the indemnitor reasonably prompt notice 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or suit, (ii) the indemnitee cooperates in the defense of any such damagesclaim or suit and (iii) the indemnitor has sole control of the defense and settlement to the extent of the indemnitor's liability for any such claim or suit, whether provided that indemnitor -------- shall confirm in writing its obligation to indemnify the indemnitee with respect to all costs and expenses with respect to such claim or not accrued suit. Nothing contained in this clause, however, shall preclude the indemnitee from (x) being represented by its own counsel at its own expense or (y) participating in the settlement if the claimed relief is non-monetary in nature. (c) The ▇▇▇▇▇ Company hereby agrees that, notwithstanding any provision in this Product Purchase Agreement to the contrary, with respect to any loss that is or would be covered by the policies of insurance specified in Section 5.13 of the Services and whether or not known or suspected Supply Agreement, ▇▇▇▇▇ R&M shall first seek to exist in its favorrecover insurance proceeds under such policies, through submission of a claim and exercise of good faith efforts over the ensuing sixty (60) day period toward recovery of damages under this Product Purchase Agreement.

Indemnity. Indemnitors, jointly and severally, do hereby covenant and agree with the Indemnitee: (ai) In addition to fully protect, defend and save the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), Indemnitee harmless from and against any and all Indemnified Liabilitiesliabilities, 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 excluding any amounts not judgments and damages incurred by Indemnitee as a result of claims asserted against Indemnitee by the Plaintiff in the Lawsuit or otherwise payable in connection with the matters asserted by Company under Section 2.16(b)(iiithe Plaintiff in the Lawsuit (“Claims”); providedand (ii) to provide for the defense, Company shall not at Indemnitors’ expense, on behalf of and for the protection of Indemnitee against any loss or damage arising from the Claims (but without prejudice to the right of the Indemnitee to defend at its own expense if it so elects) in any and all litigation consisting of actions or proceedings based on the Claims which may be asserted or attempted to be asserted, established or enforced in, to, upon, against or in respect to Indemnitee. Nothwithstanding any provision herein to the contrary, no compromise or settlement of such Claims may be effected by the Indemnitors without the written consent of the Indemnittee unless the Indemnitee will have any obligation to any Indemnitee hereunder no liability with respect to such compromise or settlement and there will be no adverse effect on the rights of Indemnitee or any Indemnified Liabilities payments to be received or due to Indemnitee under the terms of that certain Revenue Payment Agreement dated April 18, 2007 between Nami Resources Company L.L.C. and Trust Energy Company, LLC (a copy of which is attached hereto as Exhibit A). Indemnitors agree to keep Indemnitees apprised of all proposed settlement offers or compromises and all material developments in the proceedings related to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of themClaims. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (aLandlord or Tenant, as applicable, is referred to in this Article 40 as “Indemnitor”) In addition with respect to each such party’s obligations under Sections 40.1 and 40.2 below. 40.1 Except for the payment negligence or willful misconduct of expenses pursuant to Section 9.2Landlord or Landlord’s employees, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partnersprincipals, directorscontractors, trusteesproperty managers, employees and agents (eachcollectively, an “IndemniteeLandlord’s Indemnitees”), from and against any and all Indemnified Liabilities, 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 excluding any amounts to the extent not otherwise payable prohibited by Company under Section 2.16(b)(iii); providedlaw, Company Tenant agrees to hold Landlord and the other Landlord Indemnitees harmless and to indemnify each of them against claims and liabilities, including reasonable attorneys’ fees, for injuries to all persons and damage to or theft or misappropriation or loss of property occurring in or about the Demised Premises to the extent arising from Tenant’s occupancy of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Demised Premises or 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. Notwithstanding the foregoing sentence, (i) Tenant shall not have only be liable for the cost of any obligation damage to any Indemnitee hereunder with respect to any Indemnified Liabilities or theft or misappropriation or loss of property to the extent such Indemnified Liabilities arise from cost is in excess of amounts, if any, recoverable under any property insurance policy carried or required to be carried by Landlord hereunder, and (ii) Tenant shall not be required to indemnify any Landlord Indemnitee to the gross negligence, bad faith extent of any loss caused by such Landlord Indemnitee’s negligence or willful misconduct. 40.2 Except for the negligence or willful misconduct of Tenant or Tenant’s employees, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To officers, principals, contractors, and agents (collectively, “Tenant Indemnitees,” and together with Landlord Indemnitees, “Indemnitees”), and to the extent that not otherwise prohibited by law, Landlord agrees to hold Tenant and the undertakings Tenant Indemnitees harmless and to defendindemnify each of them against claims and liabilities, indemnifyincluding reasonable attorneys’ fees, pay for injuries to all persons and hold harmless set forth damage to or theft or misappropriation or loss of property occurring in or about the Development (other than in or about the Demised Premises) to the extent arising from Landlord’s or any other Landlord Indemnitee’s negligent or willful act in or about the Development, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease. Notwithstanding the foregoing sentence, (i) Landlord shall only be liable for the cost of any damage to or theft or misappropriation or loss of property to the extent such cost is in excess of amounts, if any, recovered under any property insurance policy carried or required to be carried by Tenant hereunder, and (ii) Landlord shall not be required to indemnify any Tenant Indemnitees to the extent of any loss caused by such Tenant Indemnitees’ negligence or willful misconduct. 40.3 If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, Indemnitor, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed (attorneys for Indemnitor’s insurer shall be deemed approved for purposes of this Section 9.3 40.3). Notwithstanding the foregoing, an Indemnitee may be unenforceable retain its own attorneys to participate or assist in whole defending any claim, action or proceeding involving potential liability in part because they are violative excess of any law the amount available under Indemnitor’s liability insurance carried under Articles 14 or public policy15 for such claim and Indemnitor shall pay the reasonable fees and disbursements of such attorneys. If Indemnitor fails to diligently defend or if there is a legal conflict or other conflict of interest, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law then Indemnitee may retain separate counsel at Indemnitee’s expense. Notwithstanding anything herein contained to the contrary, Indemnitor may direct the Indemnitee to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Indemnitee other than the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. money, (b) To any payments to be made pursuant to such settlement shall be paid in full exclusively by Indemnitor at the extent permitted by applicable lawtime such settlement is reached, no party hereto (c) such settlement shall assertnot require the Indemnitee to admit any liability, and all parties hereto hereby waive, any claim against any (d) the Indemnitee shall have received an unconditional release from the other parties and their respective Affiliatesto such claim, directors, employees, attorneys suit 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorother proceeding.

Indemnity. (a) In addition The Company shall, subject and pursuant to the payment provisions of the Companies Law, indemnify an “Office Holder” of the Company (as such term is defined in the Companies Law) for all liabilities and expenses incurred by him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and which is indemnifiable pursuant to Section 9.2the Companies Law, whether or not to the transactions contemplated hereby shall be consummatedmaximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, Company agrees to defend (subject to Indemnitees’ selection of counsel)provided that, indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy required under applicable law law, such undertaking is limited to types of occurrences which, in the payment opinion of the Board of Directors are, at the time of the undertaking, foreseeable and satisfaction to an amount of all Indemnified Liabilities incurred by Indemnitees or any the Board of themDirectors has determined is reasonable in the circumstances. (b) To The Company shall, subject and pursuant to the provisions of the Companies Law, enter into contracts to insure the liability of Office Holders of the Company for any liabilities incurred by him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and for which the Company may insure Office Holders pursuant to the Companies Law, to the maximum extent permitted by applicable law. (c) The Company may, subject to the provisions of the Companies Law, procure insurance for or indemnify any person who is not an Office Holder including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder. (d) The Company may, to the maximum extent permitted by law, no party hereto shall assertexempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other damages due to, arising or resulting from, a breach of his or her duty of care to the Company. The Directors of the Company are released and exempt from all parties hereto hereby waiveliability as aforesaid to the maximum extent permitted by law with respect to any such breach, any claim against any other parties which has been or may be committed. This amendment (the “Amendment”) dated March 22, 2006, to the Shareholders Rights Agreement (the “SRA”) dated September 13, 2005, by and their respective Affiliatesamong Negevtech Ltd. (the “Company”), directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages the Founders (as opposed to direct or actual damages) (whether or not defined in 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinSRA), the transactions contemplated hereby or therebyPrior Investors (as defined in the SRA), any Revolving Loan or the use of New Investors (as defined in the proceeds thereof or any act or omission or event occurring in connection therewithSRA) and Wellington Partners Ventures III Technology Fund, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorL.P. (“Wellington”).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their respective Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted not prohibited by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby 9.1 The Promoter shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”the Investor and/or any Affiliate(s), agents, employees, officers and representatives of the Investor, promptly upon demand at any time and from and time to time, against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith or willful misconduct, as determined by a court losses arising out 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 9.3 may be unenforceable in whole or in part because they are violative connection with: (a) any misrepresentation or any breach 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 Indemnitees Warranty or any of them.covenant contained herein, and/or (b) To the extent permitted by applicable lawany liabilities (including contingent liabilities, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected contemplated at the time of execution of this Agreement) not fully disclosed to exist the Investor in writing prior to the execution of this Agreement including liabilities in respect of the conduct of the Business prior to Closing; and/or (c) any pending or threatened claims against the Company or Promoter or any claims which may be made against the Company or Promoter and which relate to or arise out of, the period prior to Closing; and/or (d) any and all costs and expenses incurred by the Investor in respect of a claim under this Indemnity. 9.2 The Promoter hereby indemnifies the Investor and its Affiliates, employees, agents, officers and representatives (the Indemnified Parties) and agree to keep the Indemnified Parties fully indemnified against, all Losses relating to or arising out of or in connection with any actual or threatened claim, legal action, proceeding, suit, litigation, prosecution, mediation, arbitration, enquiry or mediation (together, Claim) by or against any Indemnified Party, where the Claim relates to any event, matter or circumstance arising or existing in relation to the Company prior to Closing. 9.3 The Investor shall be entitled, in its favorabsolute discretion, to take such action as it may deem necessary to avoid, dispute, deny, resist, appeal, compromise or contest or settle any claim (including without limitation, making claims or counterclaims against third parties). 9.4 The indemnification rights of the Investor under this Agreement are independent of, and in addition to, such other rights and remedies as the Investor may have at Law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.5 It is clarified that the benefit of the Warranties and of the indemnities granted under this Clause shall extend also to any and all Losses in relation to any Investor‟s Shares held by the Investor or any affiliate(s) of the Investor at any time on or after the date of this Agreement. 9.6 The Promoter undertakes to the Investor for itself and as trustee for the directors, officers and agents and to the employees of the Company to waive any rights, remedies or claims which they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by their directors, officers or agents or employees in connection with assisting the Company in the giving of any Warranty. 9.7 In respect of any matter in relation to which any Investor is entitled to be indemnified by the Promoter under this Agreement, ▇▇▇▇▇▇▇▇ agrees and acknowledges that the Investor shall be entitled, at its option, to proceed against the Promoter and Promoter shall be liable in this regard and in the event that the Promoter makes any payment to the Investor hereunder, the same shall be grossed up to take into account the loss suffered by the Investor as a consequence of such payment on account of the shares held in the Company by the Investor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.211.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and Lender and each Agent, their Affiliates and of their respective officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise directly from the gross negligence, bad faith negligence or willful misconductmisconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final non-appealable order of that Indemniteejurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the fullest extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties each Lender and each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan, or the use of the proceeds thereof. None of any Lender or any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. (c) Each Credit Party also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any way related to, Credit Party or any other person in connection with or as a result of this Agreement or any Credit Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waivein each case, release and agree not except in the case of any Credit Party to ▇▇▇ upon the extent that any losses, claims, damages, liabilities or expenses incurred by such claim Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that in no event will such damagesLender or Agent, whether or not accrued and whether their respective Affiliates, directors, employees, attorneys, agents or not known sub-agents have any liability for any indirect, consequential, special or suspected punitive damages in connection with or as a result of such Lender’s or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to exist in its favorthis Agreement, any Transaction Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) In addition (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to Section 9.2, whether or not do so as and to the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counselextent provided herein), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and ratably according to their respective officersLetter of Credit Percentages in effect on the date on which indemnification is sought under this Section 3.10 (or, partnersif indemnification is sought after the date upon which the Letter of Credit Commitments have been terminated, directors, trustees, employees and agents (each, an “Indemnitee”ratably in accordance with their Letter of Credit Percentages immediately prior to such date), from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedjudgments, Company 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 negligencesuits, bad faith costs, expenses 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 9.3 may be unenforceable in whole or in part because they are violative disbursements of any law or public policykind whatsoever which may at any time (including at any time following the termination of the Letter of Credit Commitments) be imposed on, 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 Indemnitees or asserted against the Issuing Lenders (or any of them. (bAffiliate thereof) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 torelating to or arising out of this Agreement, this Agreement any of the other Loan Documents or any Credit Document or any agreement or instrument the transactions contemplated hereby or thereby or referred to herein any action taken or therein, the transactions contemplated hereby omitted by any Issuing Lender (or thereby, any Revolving Loan Affiliate thereof) under or the use in connection with any of the proceeds thereof foregoing; provided that no L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from the gross negligence or willful misconduct of such Issuing Lender (or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not Affiliate thereof). The obligations to ▇▇▇ upon any such claim indemnify each Issuing Lender (or any such damages, whether or not accrued and whether or not known or suspected to exist Affiliate thereof) shall be ratable among the L/C Participants in its favoraccordance with their Letter of Credit Percentages. The agreements in this Section 3.10 shall survive the termination of the Letter of Credit Commitments.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2SECTION 10.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ ' selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”"INDEMNITEE"), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)AGENT; provided, Company no Credit Party 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, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 SECTION 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2Each Warrantor (each, whether or not the transactions contemplated an “Indemnitor”) hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless each of the Investors, each Affected Party and each Agent, their Affiliates and their respective officers, partners, of the Investors’ directors, trusteesemployees, employees Affiliates, agents, permitted assigns and agents transferees (each, an “Indemnitee”), from and against any and all Indemnified LiabilitiesIndemnifiable Losses directly or indirectly incurred or suffered by such Indemnitee as a result of, IN ALL CASESor based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, WHETHER OR NOT CAUSED BY OR ARISINGwarranties, IN WHOLE OR IN PARTcovenants or agreements by a Warrantor in this Agreement, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under other Transaction Document or any certificate delivered pursuant to this Agreement (including the closing certificate delivered pursuant to Section 2.16(b)(iii5.8); provided, Company 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, bad faith 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 Warrantors shall have a thirty (30) day period to defendcure any such inaccuracy or breach or nonperformance upon their receipt of a notice of such inaccuracy or breach or nonperformance from any Indemnitee. (ii) Without limiting the generality of the foregoing, indemnifyeach of the Warrantors shall, pay jointly and severally, indemnify and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of each Indemnitee from and against 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waiveIndemnifiable Losses incurred or suffered by such Indemnitee, any claim against any other parties and their respective Affiliates, directors, employees, attorneys directly 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 withindirectly, as a result of, or based upon or arising from (a) any Action in connection with any way related tofailure to pay social insurance contribution or housing funds by any Group Company; (b) any dispute or infringement claim in connection with the ownership or use of any Company IP, provided that such dispute or infringement claim is caused by a Warrantor’s willful misconduct or gross negligence; and (c) any Tax Liability of any Group Company accrued before the Closing, and such indemnification set forth in the foregoing clauses (a) to (c) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Warrantors or Investors have any actual or constructive knowledge with respect thereto. (iii) Notwithstanding any other provision contained herein, (a) except for those Indemnifiable Losses resulting from fraud or willful misconduct or gross misconduct of any Warrantor, the aggregate amount of the Indemnifiable Losses indemnified by the Warrantors to each Indemnitee shall not exceed the aggregate amount of the Purchase Price paid by such Indemnitee to the Company or the Holding Companies, as the case may be, for the subscription or purchase of the relevant Purchased Shares by such Indemnitee, and (b) an Indemnitor shall not have liability to any Indemnitee unless the aggregate amount of Indemnifiable Losses incurred by such Indemnitee exceeds US$100,000, and, in such event, such Indemnitor shall be required to indemnify the entire amount of all such Indemnifiable Losses to such Indemnitee. Execution version (iv) The rights of an Indemnitee to indemnification or any other remedy under this Agreement shall not be impacted or limited by any Credit Document knowledge that such Indemnitee may have acquired, or could have acquired, whether before or after the Closing Date, nor by any agreement investigation or instrument contemplated diligence by such Indemnitee. The Warrantors hereby acknowledge that, regardless of any investigation or thereby diligence made (or referred to herein not made) by or thereinon behalf of each Investor, the transactions contemplated hereby or thereby, any Revolving Loan or the use and regardless of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon results of any such claim investigation or any such damagesdiligence, whether or not accrued each Investor has entered into this Agreement and whether or not known or suspected to exist the other Transaction Documents in its favorexpress reliance upon the representations and warranties of the Warrantors made herein and therein.

Indemnity. (a) In addition to a. To the payment of expenses pursuant to Section 9.2fullest extent permitted by law, whether or not the transactions contemplated hereby shall be consummated, Company Consultant agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless the City, each Affected Party its Council members, officials, officers , agents, employees, and each Agent, their Affiliates volunteers (separately and their respective officers, partners, directors, trustees, employees and agents (each, an “collectively referred to in this paragraph as "Indemnitee”), ") from and against all claims, damages losses and expenses (including but not limited to attorney's fees) arising out of or resulting from any and all Indemnified Liabilitiesnegligent act, IN ALL CASESerror or omission, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith intentional tort or willful misconduct, as determined intellectual property infringement or breach of contract including failure to pay a sub-contractor, or supplier occurring in the course of performance of professional services pursuant to this Contract by a court of competent jurisdiction in a final nonConsultant, its employees, sub-appealable order of that Indemnitee. To contractors, or others for whom Consultant may be legally liable ("Consultant Parties"), but only to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable caused in whole or in part because they are violative of any law or public policyby the Consultant Parties. IF THE CLAIMS, 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 Indemnitees or any of them.ETC. ARE CAUSED IN PART BY CONSULTANT PARTIES, AND ALSO IN PART BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OR ALL OF THE INDEMNITEES OR ANY OTHER THIRD PARTY, THEN CONSULTANT SHALL ONLY INDEMNIFY ON A COMPARATIVE BASIS, AND ONLY FOR THE AMOUNT FOR WHICH CONSULTANT PARTIES ARE FOUND LIABLE AND NOT FOR ANY AMOUNT FOR (b) b. To the fullest extent permitted by applicable law, no party hereto shall assert, Consultant agrees to defend the Indemnitees where the indemnifiable acts listed above occur outside the course of performance of professional services (i.e. non- professional services) and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 not based wholly or partly on contract, tort or duty imposed by any applicable legal requirement) arising out the negligence of, in connection with, as a result fault of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinbreach of contract by the governmental agency, the transactions contemplated hereby agency's agent, employee, or therebyother entity over which the governmental agency exercises control, other than the Consultant or Consultant Parties. c. It is mutually understood and agreed that the indemnification provided for in this section shall indefinitely survive any Revolving Loan expiration, completion or termination of this Contract. d. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the use validity or enforceability of the proceeds thereof or any act or omission or event occurring in connection therewithindemnification obligation under this section, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with tile requirements of such limitations, and all parties hereto hereby waiveas so modified, release the indemnification obligation shall continue in full force and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoreffect.

Indemnity. SERCEL and MITCHAM hereby agree to the following indemnification obligations: (a) In addition to the payment of expenses pursuant to Section 9.2MITCHAM shall defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless SERCEL, each Affected Party and each AgentAffiliates, their Affiliates and their respective officers, partners, directors, trusteesits agents, employees and agents and/or officers (each, an the “IndemniteeSERCEL Indemnitees”), ) from and against any and all Indemnified Liabilitiesthird party’s claims including MITCHAM’s customers, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith 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 costs (including attorney’s fees) and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative expenses arising out of any law injury, damage of any kind whatsoever howsoever caused whether in contract, tort (negligence included) 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 breach of all Indemnified Liabilities incurred duty including contractual or statutory duty by Indemnitees SERCEL or any of themotherwise. (b) To Liabilities between the extent permitted by applicable lawParties. MITCHAM shall be responsible for, no party hereto shall assertindemnify, defend and hold the SERCEL Indemnitees harmless against any and all parties hereto hereby waiveclaims in respect of injury to or sickness, disease or death of any claim person employed by or engaged on behalf of MITCHAM or its customers or in respect of loss of or damage to physical property (including, but not limited to, plant and equipment, materials, goods, premises and facilities,) owned, supplied or borrowed by MITCHAM or its customers arising out of or in connection with the Agreement from any cause whatsoever including but not limited to the negligence or breach of duty (statutory, contractual or otherwise) of MITCHAM. SERCEL shall be responsible for, indemnify, defend and hold MITCHAM, its directors, officers, employees and Affiliates (hereinafter the “MITCHAM Indemnitees”) harmless against any other parties and their respective Affiliatesall claims in respect of injury to or sickness, directorsdisease or death of any person employed by or engaged on behalf of SERCEL or in respect of loss of or damage to physical property (including, employeesbut not limited to, attorneys plant and equipment, materials, goods, premises and facilities) owned, supplied 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 borrowed by any applicable legal requirement) SERCEL arising out of, of or in connection withwith the Agreement from any cause whatsoever including but not limited to the negligence or breach of duty (statutory, as a result of, contractual or otherwise) of SERCEL. (c) The amount of SERCEL’s liability to MITCHAM shall in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, no case exceed the transactions contemplated hereby or thereby, any Revolving Loan or the use amount of the proceeds thereof purchase or any act lease order to which such liability is related. (d) It is expressly acknowledged by MITCHAM that all liabilities and indemnification in relation thereto between SERCEL and MITCHAM and MITCHAM’s customers, when leasing, renting or omission or event occurring selling SERCEL equipment to MITCHAM’s customers, will be exclusively governed by SERCEL’s general conditions of sale as mentioned in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorSchedule 2(a) of the Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby Borrower and Guarantor shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party defend and each Agentindemnify: (i) Lender, their Affiliates and their respective (ii) omitted; (iii) any subsequent owner or holder of any interest in the Note; (iv) the officers, directors, partners, directorsagents, trusteesshareholders, employees and agents trustees of any of the foregoing; and (eachiv) the heirs, an legal representatives, successors and assigns of each of the foregoing (together, the “IndemniteeIndemnitees”)) against all proceedings, from and against any and all Indemnified Liabilitiesclaims, IN ALL CASESdamages (excluding punitive, WHETHER OR NOT CAUSED BY OR ARISINGconsequential, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities indirect or special damages except to the extent actually awarded in favor of a third party), losses, liabilities, expenses, penalties, costs, fines, encumbrances, liens, judgments, assessments, obligations or settlement payments (whether initiated or sought by any Governmental Authority or private parties), including reasonable fees and expenses of attorneys, expert witnesses and Remedial Work, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from any of the following: (A) Any breach of any representation or warranty of Borrower or any other Loan Party, as applicable, in this Article VI or the Environmental Indemnity Agreement; (B) Any failure by Borrower or any other Loan Party, as applicable, to perform any of their obligations under this Article VI or the Environmental Indemnity Agreement; (C) The existence or alleged existence of any Prohibited Activity and Condition; (D) The presence or alleged presence of Hazardous Materials in, on, around or under the Property, the Improvements or any property of Borrower that is adjacent to the Property; or (E) Compliance with or actual or alleged violation of any Hazardous Materials Law. (b) Counsel selected by Borrower to defend Indemnitees shall be subject to the reasonable approval of those Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein, any Indemnitee may elect to defend any claim or legal or administrative proceeding at the Borrower’s expense if such Indemnified Liabilities arise Indemnitee has reason to believe that its interests are not being adequately represented or diverge from other interests being represented by such counsel (but Borrower shall be obligated to bear the gross negligenceexpense of at most only one such separate counsel). Nothing contained herein shall prevent an Indemnitee from employing separate counsel in any such action at any time and participating in the defense thereof at its own expense. (c) Borrower shall not, bad faith without the prior written consent of those Indemnitees who are named as parties to a claim or willful misconductlegal or administrative proceeding (a “Claim”) settle or compromise the Claim if the settlement (i) does not include as an unconditional term the delivery by the claimant or plaintiff to Lender of a written release of those Indemnitees, reasonably satisfactory in form and substance to Lender; or (ii) would reasonably be expected to materially and adversely affect any Indemnitee, as determined by a court such Indemnitee in its sole but reasonable discretion. (d) The liability of competent jurisdiction in a final non-appealable order Borrower to indemnify the Indemnitees shall not be limited or impaired by any of that Indemnitee. To the extent that following, or by any failure of Borrower or any other Loan Party to receive notice of or consideration for any of the undertakings to defendfollowing: (i) Any amendment or modification of any Loan Document; (ii) Any extensions of time for performance required by any of the Loan Documents; (iii) The accuracy or inaccuracy of any representations and warranties made by Borrower under this Agreement or any other Loan Document; (iv) The release of Borrower or any other Person, indemnifyby Lender or by operation of law, pay and hold harmless set forth in this Section 9.3 may be unenforceable from performance of any obligation under any of the Loan Documents; and (v) The release or substitution in whole or in part because they are violative of any law or public policy, Company shall contribute security for 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 themLoan Obligations. (be) To Borrower shall, at its own cost and expense, do all of the extent permitted following: (i) Pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Article VI or the Environmental Indemnity Agreement; (ii) Reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Article VI or the Environmental Indemnity Agreement; and (iii) Reimburse Indemnitees for any and all expenses, including reasonable fees and costs of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Article VI or the Environmental Indemnity Agreement, or, except as otherwise provided herein, in monitoring and participating in any legal or administrative proceeding. (f) n any circumstances in which the Lender employs in accordance with Section 6.10(b) its own separate legal counsel and consultants to prosecute, defend or negotiate any Claim or legal or administrative proceeding and Lender, with the prior written consent of Borrower (which shall not be unreasonably withheld, delayed or conditioned) may settle or compromise any Claim or legal or administrative proceeding. Borrower shall reimburse Lender upon demand for all costs and expenses incurred by Lender, including all costs of settlements entered into in good faith, and the fees and out of pocket expenses of such attorneys and consultants. (g) The provisions of this Article VI shall be in addition to any and all other obligations and liabilities that Borrower may have under the applicable law or under the other Loan Documents, and each Indemnitee shall be entitled to indemnification under this Article VI without regard to whether Lender or that Indemnitee has exercised any rights against the Property and/or any Improvements or any other security, pursued any rights against any Indemnitee, or pursued any other rights available under the Loan Documents or applicable law. If Borrower consists of more than one person or entity, no party hereto the obligation of those persons or entities to indemnify the Indemnitees under this Article VI shall assertbe joint and several. The obligations of Borrower to indemnify the Indemnitees under this Article VI shall survive any repayment or discharge of the Loan Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory release 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use record of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorlien of the Security Instrument.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Seller hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party indemnify Buyer and each Agent, their Affiliates and their respective of its officers, partners, directors, trustees, employees and agents (each, an “IndemniteeIndemnified Parties”), ) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable attorneys fees and disbursements of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified LiabilitiesAmounts”) which may at any time (including, IN ALL CASESwithout limitation, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company such time as this Agreement shall not no longer be in effect and the Transactions shall have any obligation to any Indemnitee hereunder with respect to been repaid in full) be imposed on or asserted against any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction Party 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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) way whatsoever arising out of, of or in connection with, as a result of, or in any way related relating to, this Agreement or any Credit Document Transactions thereunder or any agreement action taken or instrument contemplated hereby omitted to be taken by any Indemnified Party under or thereby in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or referred willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to herein hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or thereinarising out of any violation or alleged violation of any Environmental Law, rule or regulation or any consumer credit laws, including without limitation ERISA, the transactions contemplated hereby 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 therebywillful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Revolving Purchased Loan for any sum owing thereunder, or the use 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 (including reasonable attorneys’ fees of outside counsel), actual out-of-pocket loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the proceeds thereof account debtor or obligor thereunder, arising out of a breach by Seller of any act obligation thereunder or omission arising out of any other agreement, indebtedness or event occurring liability at any time owing to or in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any favor of such claim account debtor or any such damages, whether obligor or not accrued and whether or not known or suspected to exist in its favorsuccessors from Seller.

Indemnity. Each Party (athe “Indemnifying Party”) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected harmless the other Party and each Agent, their Affiliates and their respective officers, partnersits Affiliates, directors, trustees, officers, employees and agents (eachcollectively, the “Indemnified Party”) from and against all claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by the negligent or willful misconduct of the Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. Seller, as Indemnifying Party, agrees to indemnify, defend and hold harmless the Buyer and its Affiliates, directors, trustees, officers, employees and agents (each being an “Indemnitee”Indemnified Party), from and against all claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) (i) arising out of or relating to the construction, operation and maintenance of the Project, and (ii) for personal injury or death to Persons and damage to the property of any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party to the extent such arising out of or relating to the construction, operation and maintenance of the Developer Attachment Facilities. Nothing in this Section 12.3 shall relieve Seller or Buyer of any liability to the other for any breach of this Agreement. This indemnification obligation shall apply notwithstanding the negligence or willful misconduct of the Indemnified Liabilities arise Party, but the Indemnifying Party’s liability to pay damages to the Indemnified Party shall be reduced in proportion to the percentage by which the Indemnified Party’s negligence or willful misconduct contributed to the claim giving rise to, or increased the level of, the damages. Neither Party shall be indemnified for its damages resulting from the gross its sole negligence, bad faith intentional acts or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. Seller agrees to indemnify, 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 Buyer harmless set forth in this Section 9.3 may be unenforceable in whole from any liability, claim, complaint, demand, action, cause of action, audit, investigation, proceeding, obligation, loss, cost damage, judgment, adjudication, arbitration decision, penalty (including fees and fines), or in part because they are violative of any law expenses (collectively, the “Indemnified Environmental Obligations”) suffered 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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, them as a result of, arising out and/or relating to any acts or in omissions of Seller or Seller’s contractors, agents, or employees related to or involving Hazardous Materials brought onto the Site, subsequently released at the Site or negligently exacerbated at the Site (whether such Hazardous Materials were pre-existing at the Site, or introduced to the Site during the Construction Period or during the Term) by any way related tosuch Persons during the course of the development and/or operation of the Project. Each Party, as Indemnifying Party, agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, trustees, officers, employees and agents (each being an Indemnified Party), from and against all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to a breach of applicable law or any fines or penalties imposed by a Governmental Authority (including, without limitation, NYISO) to the extent arising out of, resulting from, or caused by the Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. If any infringement or alleged infringement of any Intellectual Property or other proprietary right based upon the performance of or failure to perform the development, construction or operation of the Project or any of the other obligations under this Agreement occurs, including design and engineering or the materials and equipment or other Intellectual Property designed or incorporated into the Project by Seller or any Credit Document of its subcontractors or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinvendors, the transactions contemplated hereby or therebySeller shall at its sole expense, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithpromptly defend, indemnify, and all parties hereto hereby waivehold harmless Buyer and its Affiliates, release directors, trustees, officers, employees and agree not to ▇▇▇ upon any agents (each being an Indemnified Party) from and against claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of or resulting from such claim infringement or any such damagesalleged infringement, whether or not accrued and whether or not known or suspected to exist in its favorunless directed otherwise by Buyer.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company each Loan Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents, advisors and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Loan Party 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 negligenceare found in a final, bad faith or willful misconduct, as determined by nonappealable judgment of a court of competent jurisdiction in a final non-appealable order to have resulted primarily from the gross negligence or willful misconduct of that Indemnitee. 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 are violative of any law or public policy, Company the applicable Loan 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. Amounts owing under this Section 9.3(a) shall be paid promptly following demand. (b) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and all parties hereto each Loan Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Borrower and each other Loan Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon on any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Without limiting the foregoing, and to the extent permitted by applicable law, Borrower agrees not to assert and to cause Parent, Holdings and the Subsidiaries not to assert, and hereby waives and agrees to cause Parent, Holdings and the Subsidiaries to waive, all rights for contribution or any other rights of recovery 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. (c) The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between any Loan Party, on the one hand, and any Secured Party, on the other hand, is intended to be or has been created in respect of this Agreement or the other Loan Documents, irrespective of whether such Secured Party has advised or is advising the Borrower or its Affiliates on other matters, (b) each Secured Party, on the one hand, and the Borrower or any of its Affiliates, on the other hand, has an arms-length business relationship that does not directly or indirectly give rise to, nor does the Borrower or any other Loan Party rely on, any fiduciary duty on the part of any Secured Party in connection with the Loan Documents, (c) the Borrower and the other Loan Parties are capable of evaluating and understanding, and they understand and accept, the terms, risks and conditions of the transactions contemplated by this Credit Agreement, (d) the Borrower and each other Loan Party has been advised that each Secured Party is engaged in a broad range of transactions that may involve interests that differ from their interests and that no Secured Party has any obligation to disclose such interests and transactions to the Borrower or any Loan Party or any of their Affiliates by virtue of any fiduciary, advisory or agency relationship, and (e) the Borrower and each Loan Party waives, to the fullest extent permitted by law, any claims it may have against any Secured Party for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Loan Documents and agree that no Secured Party shall have liability (whether direct or indirect) to the Borrower, any Loan Party or any of their Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Borrower or any other Loan Party or any of their Affiliates, including their stockholders, employees or creditors. Nothing contained in this Section 9.3(c) shall be deemed to permit any Secured Party to use confidential information regarding the Borrower and its Subsidiaries and their businesses for any purposes other than in connection with the Loan Documents.

Indemnity. 2.1 Licensee hereby assumes risk of and agrees to indemnify, defend, protect and save CSXT and CSXT’s Affiliates harmless with respect to any and all attorneys' fees, liability, claims, demands, payments, suits, actions, recoveries, penalties, costs, legal expenses, judgments, settlements, and damages of every nature, degree, and kind (aincluding direct, indirect, consequential, incidental, and punitive damages) In addition for: 2.1.1 personal injury, including, but not limited to bodily injury to or death of any person or persons whomsoever, including the payment agents, servants, Affiliates or employees of expenses pursuant the parties; 2.1.2 the loss or damage to Section 9.2any property whatsoever, including property owned or in the care, custody or control of the parties hereto or their respective Affiliates; 2.1.3 any environmental damage and any related remediation brought or recovered against CSXT or any of its Affiliates; and 2.1.4 any and all other losses or damages; arising directly or indirectly from the presence of Licensee or its Agents on or about the Property, whether or not attributable in whole or part to the transactions contemplated hereby negligence, gross negligence, or intentional misconduct of CSXT or its Affiliates. 2.2 The parties waive any and all right or opportunity to contest the enforceability of this Section and agree that, in the event this Section, or any part of this Section, is found unenforceable by the final, unappealable judgment of a court of competent jurisdiction, this Section shall be consummatedconstrued so as to be enforceable to the maximum extent permitted by applicable law. In the event that such court of competent jurisdiction finds that Florida statutory construction contract indemnity monetary limits apply to this Agreement with respect to Licensee’s indemnification of CSXT and its Affiliates for liability caused in whole or in part by any act, Company omission or default by CSXT or its Affiliates, the parties hereto agree that such limit shall be equal to the limits (exclusive of deductibles) of the applicable insurance required by Sections 3 and 4 of this Agreement. The parties acknowledge and agree that this monetary limit, if required, bears a commercially reasonable relationship to this Agreement, in so far as, among other factors, the parties have taken into account the availability and cost of insurance and other risk transference devices, the scope of the Project, the risks associated with the Project, and the compensation and any other benefits exchanged between the parties in connection with this Agreement. 2.2.1 Licensee shall comply with any federal, state, or local laws, statutes, codes, ordinances, rules, and regulations applicable to its presence or performance of any activity on the Property and agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, and hold harmlessCSXT and its Affiliates harmless with respect to any fines, each Affected Party penalties, liabilities, or other consequences for its failure to so comply. 2.2.2 For the purpose of this Agreement, the term “Affiliates” includes all entities, directly or indirectly owned or controlled by, or under common control of a party or its respective officers, directors, employees and each Agentagents, and in the case of CSXT, includes CSX Corporation, CSXT and their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company 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, bad faith or willful misconduct, as determined by a court agents. 2.2.3 The provisions 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 9.3 may be unenforceable in whole shall survive the termination or in part because they are violative expiration 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 Indemnitees or any of themthis Agreement. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant Subject to Section 9.28(c) below, whether or not the transactions contemplated hereby Earnout Escrow Agent shall be consummatedliable for any and all losses, Company agrees to defend damages, claims, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (subject to Indemnitees’ selection of counsel)collectively, indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “IndemniteeLosses”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities only to the extent such Indemnified Liabilities arise from the Losses are determined by a court of competent jurisdiction to be a result of its own fraud, gross negligence, bad faith or willful misconductmisconduct (as determined by final adjudication of a court of competent jurisdiction); provided, as however, that any liability of the Earnout Escrow Agent will be limited in the aggregate to the aggregate value of the Earnout Shares and Earnout Dividends deposited with the Earnout Escrow Agent. (b) The Parties shall severally indemnify and hold the Earnout Escrow Agent harmless from and against, and the Earnout Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Earnout Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a result of the Earnout Escrow Agent’s own fraud, gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction). Notwithstanding the foregoing, and except as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any particular Party, by PubCo; and (b) in the event that the Agent Claim is attributable to the actions or inactions of a final non-appealable certain Party, by such Party (and such Party shall reimburse the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b) in respect of such Agent Claim). (c) Notwithstanding anything in this Agreement to the contrary, none of the Parties or the Earnout Escrow Agent shall be liable for any incidental, punitive, indirect or special damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages. (d) In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion in writing after it becomes aware, and shall keep the other party advised with respect to all developments concerning such claim; provided, that Indemnitee. To failure to give prompt notice shall not relieve the indemnifying party of any liability to the indemnified party, except to the extent that the undertakings indemnifying party demonstrates that the defense of such action has been materially prejudiced by the indemnified party’s failure to defend, indemnify, pay and hold harmless set forth timely give such notice. The indemnifying party shall have the option to participate with the indemnified party in this Section 9.3 the defense of such claim or to defend against said claim in its own name or the name of the indemnified party unless such claim is (i) brought by the indemnified party or (ii) the indemnified party reasonably determines that there may be unenforceable a conflict of interest between the indemnified party and the indemnifying party in whole the defense of such claim and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any claim, make any compromise or in part because they are violative of take any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law action adverse to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees indemnifying party in any case in which the indemnifying party may be required to indemnify it, except with the indemnifying party’s prior written consent, which shall not be unreasonably withheld or any of themdelayed. (be) To For the extent permitted by applicable lawavoidance of doubt, no party hereto this Section 8 shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory survive termination 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 Credit Document the resignation, replacement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use removal of the proceeds thereof or Earnout Escrow Agent for any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorreason.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby a. SeaSpine shall be consummated, Company agrees to indemnify and defend (subject to Indemnitees’ selection of counsel), indemnify, pay Integra and hold harmless, each Affected Party and each Agent, their Affiliates its affiliates and their respective directors, officers, partnersmembers, directorsemployees, trusteescounsel, employees agents and agents representatives and the successors and permitted assigns of any of the foregoing (each, an the “IndemniteeIntegra Indemnitees”), ) and hold the Integra Indemnitees harmless from and against any and all Indemnified Liabilitiesclaims, IN ALL CASESdemands, WHETHER OR NOT CAUSED BY OR ARISINGactions, IN WHOLE OR IN PARTliabilities, OUT OF THE COMPARATIVEdamages, CONTRIBUTORYlosses , OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedjudgments, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities costs or expenses (including interest and penalties and reasonable attorneys’ fees and professional fees and expenses of litigation) (collectively, “Claims”) of third parties to the extent such Indemnified Liabilities arise from the gross negligence, bad faith 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 9.3 may be unenforceable in whole or in part because they are 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 or resulting from (i) the design, manufacture, marketing, sale, distribution, use or promotion of the Mozaik Product incorporating the Microfib Products, except to the extent such claims result from a result ofbreach of the warranty set forth in Section 9.1(a)(ii); (ii) the bodily injury, property damage or any other damages or injury caused in whole or in part, by any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof Microfib Product in conjunction with the Mozaik Product unless such claims are a direct result of the failure of the Microfib Products to have been manufactured in compliance with the then-current Specifications at the time of shipment from Integra’s facilities; (iii) SeaSpine’s breach of any representation, warranty or covenant contained in this Agreement; (iv) the negligence or willful misconduct of SeaSpine; or (v) any act claims relating to the misappropriation or omission or event occurring infringement of a third party’s intellectual property rights related to the Mozaik Products, except to the extent such claims relate solely to the Microfib Product. b. Integra shall indemnify, defend and hold harmless SeaSpine and its affiliates and their respective directors, officers, members, employees, counsel, agents and representatives and the successors and permitted assigns of any of the foregoing (the “SeaSpine Indemnitees”) and hold the SeaSpine Indemnitees harmless from and against any and all Claims of third parties to the extent arising out of, in connection therewithwith, or resulting from (i) the negligence or willful misconduct of Integra, except to the extent that SeaSpine is obligated to indemnify Integra for any of the foregoing third party Claims as provided in Section 11.4(a) (including those third party Claims caused, in whole or in part, by the negligence or willful misconduct of SeaSpine), (ii) the failure of the Microfib Products to have been manufactured in compliance with the then-current Specifications at the time of shipment from Integra’s facilities or (iii) any claims relating to the misappropriation or infringement of a third party’s intellectual property rights to the extent solely related to the Microfib Products. c. In any case in which claims arise out of or are caused by both Integra’s negligence and SeaSpine’s negligence, a comparative negligence standard shall apply with respect to the Parties’ enumerated obligations under this Section 11.4. d. A Party that intends to claim indemnification under this Agreement (the “Indemnitee”) for third party Claims shall promptly notify the other Party (the “Indemnitor”) in writing of such Claim in respect of which the Indemnitee or its affiliates, directors, officers, members, employees, counsel, agents or representatives intends to claim such indemnification, and all parties hereto hereby waivethe Indemnitor, release at its cost and agree expense, shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the Parties; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if such Indemnitee’s outside counsel advises that representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicts of interests between such Indemnitee and the other Party represented by such counsel in such proceeding. The Indemnitor shall control the defense and/or settlement of any such Claims, and this indemnity agreement shall not apply to amounts paid in connection with any Claims if such payments are made by the Indemnitee without the consent of the Indemnitor; provided, however, that the Indemnitor shall not enter into any settlement that admits fault, wrongdoing or damages without the Indemnitee’s written consent, such consent not to ▇▇▇ upon be unreasonably withheld, delayed or conditioned. For clarity, any Claims that relate solely to the payment of monetary damages may be settled or otherwise disposed of on such claim or any such damagesterms as the Indemnitor, whether or not accrued and whether or not known or suspected to exist in its favorsole discretion, shall deem appropriate. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any Claim, if and to the extent prejudicial to its ability to defend such Claim, shall to such extent relieve such Indemnitor of any liability to the Indemnitee under this Section 11.4. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Claims covered by this indemnification and provide full information with respect thereto. THE PARTIES ACKNOWLEDGE THAT INTEGRA SHALL NOT HAVE CONTROL OVER THE USES TO WHICH THE MICROFIB PRODUCT WILL BE DEVOTED WITHIN THE MOZAIK PRODUCT OR OVER ITS USE, STORAGE, HANDLING, DISTRIBUTION OR APPLICATION AFTER SHIPMENT FROM INTEGRA’S FACILITY. SEASPINE ASSUMES FULL RESPONSIBILITY WITH RESPECT TO THE USE OF THE MICROFIB PRODUCTS, AND IT IS MUTUALLY AGREED THAT INTEGRA ASSUMES NO LIABILITIES OF ANY KIND WITH RESPECT TO THE USE BY SEASPINE OR ANY THIRD PARTY OF THE MICROFIB PRODUCT IN ANY MOZAIK PRODUCT.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Borrower hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessLender, each Affected Party and each Agentthe agents and affiliates of Lender (collectively, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii"); provided, Company provided that Borrower shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise directly and solely resulting from the gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final final, non-appealable order of that Indemniteeorder. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company 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 indemnified liabilities incurred by the Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use . The provisions of the proceeds thereof or any act or omission or event occurring undertakings and indemnification set out in connection therewith, this Section 7 shall survive satisfaction and all parties hereto hereby waive, release payment of the Borrower's Obligations and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Pledgor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected harmless the --------- Secured Party and each Agent, their Affiliates and their respective the officers, partners, directors, trusteesemployees, employees agents and agents Affiliates of the Secured Party (eachcollectively, an “Indemnitee”), the "Indemnitees") from and against any and all Indemnified Liabilitiesother liabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any amounts kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not otherwise payable such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement (including, without limitation, any misrepresentation by Company under Section 2.16(b)(iiiPledgor in this Agreement) (the "indemnified liabilities"); provided, Company provided that Pledgor shall not -------- have any obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as indemnified liabilities if it has been determined by a final decision (after all appeals and the expiration of time to appeal) of a court of competent jurisdiction in a final non-appealable order that such indemnified liability arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company Pledgor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities indemnified liabilities incurred by the Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition Subject to the payment of expenses pursuant to Section 9.2Article 15 Tenant shall hold Landlord, whether or not the transactions contemplated hereby shall be consummatedits trustees, Company agrees to defend (subject to Indemnitees’ selection of counsel)Affiliates, indemnifysubsidiaries, pay and hold harmlessmembers, each Affected Party and each Agentprincipals, their Affiliates and their respective officersbeneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) (defined in Article 25) and agents (including the manager of the Property) (collectively, “Landlord Parties”) harmless from, and indemnify and defend such parties against, all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties (each a “Claim” and collectively “Claims”) that arise out of Tenant’s possession, use, maintenance or repair of the Premises or any act or omission of Tenant or any of Tenant’s employees, agents and invitees in the Premises or on the Property, except to the extent caused by the gross negligence or willful misconduct of a Landlord Party. Provided Landlord Parties are properly named as additional insureds in the policies required to be carried under this Lease, and except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of (A) $5,000,000, and (B) the aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Articles 9.B, 15 and 20, Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (eachcollectively, an “IndemniteeTenant Parties”) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in connection with any damage or injury occurring in or on the Property (excluding the Premises), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities except to the extent such Indemnified Liabilities arise from caused by the gross negligence, bad faith negligence or willful misconductmisconduct of a Tenant Party, to the same extent the Tenant Parties would have been covered had they been named as determined additional insureds on the commercial general liability insurance policy required to be carried by a court of competent jurisdiction in a final non-appealable order of that IndemniteeLandlord under this Lease. To the extent that the undertakings to defend, indemnify, pay and hold harmless The indemnity set forth in this Section 9.3 may the preceding sentence shall be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law limited to the payment and satisfaction amount of all Indemnified Liabilities incurred by Indemnitees or any of them$5,000,000. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), The Recipient will at all times indemnify, pay hold harmless and hold harmlessdefend the Commonwealth, each Affected Party its officers and each Agent, their Affiliates employees including members of the CRC Advisory Committee and their respective officers, partners, directors, trustees, employees and agents any independent experts used by the CRC Advisory Committee (each, an referred to in this clause 17 as “Indemniteethose indemnified”), ) from and against any loss or liability, including: (i) loss of, or damage to, property of the Commonwealth; (ii) claims by any person in respect of personal injury or death; (iii) claims by any person in respect of loss of, or damage to, any property; and (iv) costs and all Indemnified Liabilitiesexpenses including the costs of defending or settling any claim referred to in clause 17(a)(ii) or clause 17(a)(iii), IN ALL CASESarising out of or as a consequence of: (v) use or disposal of Assets; (vi) an infringement, WHETHER OR NOT CAUSED BY OR ARISINGor an alleged infringement, IN WHOLE OR IN PARTof the Intellectual Property Rights of any person, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable which occurred by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation reason of an act done by the Commonwealth in relation to any Indemnitee hereunder with respect part of the Project; (vii) any actual, likely or threatened breach of the Recipient’s, its Personnel’s or subcontractor’s obligations relating to Confidential Information or personal information; or (viii) without limiting the preceding paragraphs, any Indemnified Liabilities to breach of this Agreement by the extent such Indemnified Liabilities arise from Recipient, or negligence on the gross negligencepart of the Recipient, bad faith its Personnel or willful misconductsubcontractors or wrongful or unlawful act or omission on the part of the Recipient, 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 9.3 may be unenforceable in whole its Personnel or in part because they are 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 Indemnitees or any of themsubcontractors. (b) To The Recipient’s liability to indemnify those indemnified under clause 17(a) will be reduced proportionally to the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, that any claim against any other parties and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any negligent act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not of those indemnified contributed to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe loss.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby Service Providers shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), jointly and severally indemnify, pay defend and hold harmless, each Affected Party and each Agentharmless Buyers, their Affiliates and their respective Affiliates, officers, partners, directors, trusteesemployees, employees representatives and agents (eachcollectively, an “IndemniteeBuyer Affiliated Parties”), from and against any and all Indemnified LiabilitiesLosses resulting from: (i) the negligence or other tortious acts of any Service Provider, IN ALL CASESits employees, WHETHER OR NOT CAUSED BY OR ARISINGrepresentatives or agents; (ii) any misrepresentation or breach of any of the covenants or other commitments of any Service Provider in this Agreement; (iii) any misrepresentation in or omission from any certificate or document furnished or to be furnished to Buyers hereunder; (iv) any misstatement or breach of any representation or warranty under and pursuant to this Agreement; (v) any Service Provider’s past, IN WHOLE OR IN PARTcurrent or future operation of the Facility with respect to handling or disposal of wastes or other compliance with environmental, OUT OF THE COMPARATIVEhealth or safety laws; (vi) except to the extent an Assumed Liability under the Asset Purchase Agreement or Losses for which Buyers are obligated to indemnify a Service Provider hereunder, CONTRIBUTORYany Service Provider’s past, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding current or future obligations in respect of employment of its employees or any amounts not otherwise payable by Company other labor related liability; (vii) except to the extent resulting from acts of any Buyer Affiliated Party, performance of the FMC/Spectrum Obligations; or (viii) the costs to comply with or Service Provider’s failure to comply with the requirements of Section 3 of Exhibit A-7 or the failure of the Service Provider to comply with any Applicable Law related to labels or labeling (each, an “Indemnifiable Loss,” and, collectively, “Indemnifiable Losses”). Notwithstanding the foregoing, except with respect to Third-Party Claims or claims pursuant to clause (viii) of this Section 7(a), no indemnifying party hereunder shall be obligated to indemnify an indemnified party under this Agreement for any consequential, incidental, indirect, special or punitive damages, lost profits, or opportunity costs, diminution of value or similar items or damages or losses calculated as a multiple of damages or as a multiple of earnings, profits, contribution margin or similar items. (b) Except with respect to Indemnifiable Losses resulting from, related to, or arising out of performance of the FMC/Spectrum Obligations or claims pursuant to clause (viii) of Section 2.16(b)(iii7(a); provided, Company shall Service Providers will not have any obligation to any Indemnitee hereunder indemnify Buyers with respect to Indemnifiable Losses until the aggregate of all such Indemnifiable Losses exceeds an amount equal to One Hundred and Fifty Thousand Dollars ($150,000) (the “TSA Basket”) (at which point Service Providers will be obligated to indemnify Buyers for (but only for) such Indemnifiable Losses in excess of the TSA Basket). (c) Except with respect to Indemnifiable Losses resulting from the performance of the FMC/Spectrum Obligations or claims pursuant to clause (viii) of Section 7(a), the aggregate liability of the Service Providers (collectively) to indemnify the Buyer Affiliated Parties from and against the Indemnifiable Losses under this Agreement shall not exceed two million dollars ($2,000,000). (d) Notwithstanding the foregoing, so long as Service Providers provide the Services in accordance with the terms and conditions of this Agreement or the terms and conditions of the FMC/Spectrum Obligations (including without limitation provisions of Section 10 and Section 12 hereof), Service Providers shall not have any Indemnified Liabilities liability to Buyers or any obligation to indemnify Buyers from and against any Indemnifiable Losses (i) to the extent such Indemnified Liabilities arise from arising out of or relating to defects in the gross negligenceraw materials supplied or provided to Service Providers hereunder by Buyers, bad faith (ii) to the extent arising out of or willful misconductrelating to raw materials Buyers direct Service Providers to otherwise acquire, as determined (iii) to the extent arising out of or relating to Services provided by a court Third Party Advisor, the services of competent jurisdiction in a final non-appealable order of that Indemnitee. To whom were directed to be used by Buyers, or (iv) to the extent that the undertakings arising out of or relating to defend, changes made or actions taken by Buyers hereunder. (e) Buyers shall jointly and severally indemnify, pay defend and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policyService Providers, 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 Indemnitees or any of them. (b) To the extent permitted by applicable lawtheir Affiliates, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliatesofficers, directors, employees, attorneys representatives and agents (the “Service Provider Affiliated Parties”) from and against any and all Losses resulting from the negligence or other tortious acts of any Buyer, its employees, representatives or agents, on any theory . The aggregate liability of liability, for special, indirect, consequential or punitive damages Buyers (as opposed collectively) to direct or actual damages) (whether or not indemnify 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, Service Provider Affiliated Parties under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree shall not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorexceed two million dollars ($2,000,000).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees employees, representatives and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)AGENT; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the bad faith, gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, 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 Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.211.2, whether or not the transactions contemplated hereby shall be consummated, Company the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and Lender and each Agent, their Affiliates and of their respective officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities pursuant to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court Priority of competent jurisdiction in a final non-appealable order of that IndemniteePayments. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 themthem pursuant to the Priority of Payments. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or similar amounts arising from any non-Tax claim. (b) To the fullest extent permitted by applicable law, no party hereto the Borrower shall not assert, and all parties hereto the Borrower hereby waivewaives, any claim against any other parties each Lender and each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-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, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan, or the use of the proceeds thereof. None of any Lender or any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. (c) The Borrower also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any way related to, other person in connection with or as a result of this Agreement or any Credit Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Transaction Document or any agreement or instrument contemplated hereby waiveor thereby or referred to herein or therein; provided that in no event will such Lender or Agent, release and agree not to or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such ▇▇▇ upon ▇▇▇▇’s or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement, any such claim Transaction Document, or any such damages, whether agreement or not accrued instrument contemplated hereby or thereby or referred to herein or therein. (d) This Section 11.3 shall survive the termination of the Agreement and whether the resignation or not known or suspected to exist in its favorremoval of the Agents.

Indemnity. (a) In addition to the payment of costs and expenses pursuant to Section 9.212.2 (Expenses), whether or not the transactions contemplated hereby shall be consummated, Company agrees the Borrower and the Guarantors agree to defend (subject to Indemnitees’ ' selection of counsel), indemnify, pay and hold harmlessharmless the Administrative Agent, each Affected Party the LC Bank and the Lenders and each Agent, of their respective Affiliates and their respective each and all of the directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “"Indemnitee”), ") from and against any and all Indemnified Liabilities, 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 excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Indemnitee shall not have any obligation be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted directly and primarily from the bad faith, gross negligence or willful misconduct of that such Indemnitee. . (b) All amounts due under Section 12.3(a) shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 12.3(a) may be unenforceable in whole or in part because they are violative of any law or public policy, Company the Borrower and the Guarantors shall contribute the maximum portion that it is they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bd) To The Borrower and the extent permitted by applicable law, no party hereto Guarantors shall assert, and all parties hereto hereby waive, not assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent lawful) any 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, 119 or as a result of, or in any way related to, this Agreement or any Credit other Revolving Loan Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithIndemnified Liability, and all parties hereto the Borrower and the Guarantors hereby forever waive, release and agree not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 12.3 shall survive repayment of the Revolving Loans and all other amounts payable hereunder.