Common use of Indemnity Clause in Contracts

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and 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 Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Affected Party and each Agent, defendtheir Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents (each, an “Indemnitee”), from and against any and all Costs which 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 imposed uponunenforceable 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any provision hereof 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowTo the extent permitted by law, Indemnitors hereby assume liability forReviewing IRB Institution agrees to, and agree to pay, protectat its own expense, defend, indemnify and save all Indemnified Parties hold harmless Relying Institution and its affiliates and its and their directors, officers, employees and agents from and against any and all Costs which may be imposed uponthird party claims, incurred by demands, suits, actions or asserted proceedings (“Claims”) arising from or awarded against any of the Indemnified Parties relating to or the Property, and arising directly alleged to arise from or indirectly fromrelate to: (i) a failure of Reviewing IRB Institution to conduct its review and oversight of the violation or alleged violation Study in compliance with all applicable federal, state and local laws, rules and regulations, including, but not limited to the requirements of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors45 CFR Part 46 and 21 CFR Part 56 as applicable; (ii) the actual or alleged presence, release or threat a failure of release of, or exposure Reviewing IRB Institution to any 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 Indemnitorsmaintain an OHRP-approved FWA; (iii) any actual or alleged personal injury or property damage arising out breach of or related to Hazardous Material on non-compliance with this Agreement or the PropertySMART Agreement by Reviewing IRB Institution; (iv) violation of, or non-compliance with, any acts applicable federal, state or omissions that exacerbate an existing condition at the Property and give rise to liability under any Environmental Lawlocal law, rule, statute, ordinance or regulation by Reviewing IRB Institution; (v) the failure by Indemnitors to comply fully with the terms allegations of intellectual property infringement; and conditions of this Agreement in all material respects; (vi) a material breach any negligent act or omission of any representation Reviewing IRB Institution in performance of its obligations hereunder or warranty contained in this under the SMART Agreement; (vii) . To the enforcement of this Agreement; or (viii) assessmentextent permitted by law, investigationRelying Institution agrees to, containmentat its own expense, monitoringdefend, remediation and/or removal of indemnify and hold harmless Reviewing IRB Institution and its members from and against any and all Hazardous Material Claims arising from or relating to or alleged to arise from or relate to: (i) breach of or non-compliance with this Agreement or the SMART Agreement by Relying Institution; (ii) violation of, or non-compliance with, any applicable federal, state or local law, rule, statute, ordinance or regulation by Relying Institution; and (iii) any negligent act or omission of Relying Institution in performance of its obligations hereunder or under the SMART Agreement. The party providing indemnification (the “Indemnifying Party”) shall pay all liabilities, obligations, losses, fees, penalties, fines and any other expenses arising from the Property Claim as they are incurred by the party being indemnified (the “Indemnified Party”), including without limitation attorneys’ fees or any surrounding areas, costs and attorneys’ fees or costs incurred in enforcing any obligations under this Section. In connection with any Claim for which an Indemnified Party is seeking indemnification, the Indemnified Party: (i) shall give the Indemnifying Party prompt written notice of the Claim; provided, however, that failure to comply provide such notice shall not relieve the Indemnifying Party from its liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure; (ii) shall reasonably cooperate with Environmental Laws the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 defense and control settlement of the Property following an Event of Default, Claim; and (iiiii) Lender completing a foreclosure or other sale pursuant shall permit the Indemnifying Party to which Lender takes title to control the Property. Indemnitors shall have no liability under this Agreement to any Indemnified defense and settlement of the Claim; provided, however, that the Indemnifying Party with respect to Costs which result from such may not settle the Claim without the Indemnified Party's willful misconduct ’s prior written consent, which shall not be unreasonably withheld or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsdelayed. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as expressly provided in Section 2(b1.1(g) belowof the Registration Rights Agreement, Indemnitors hereby assume liability forAIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and agree to payhold each Indemnitee harmless from, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which may be imposed uponlosses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted or awarded against any Indemnitee arising out of, in any way connected with or as a result of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation execution or alleged violation delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any Environmental Laws other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to or affecting any of the Propertyforegoing, whether or not caused by or within the control of Indemnitors; any Indemnitee is a party thereto (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion of the Property or any surrounding areas, and regardless of whether such matter is initiated by a third party or not caused by AIG or within any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the control of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out of extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted primarily from the Property gross negligence, bad faith or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaswillful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) Notwithstanding any provision hereof to To the contraryextent permitted by applicable Law, Indemnitors shall have no liability 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 each of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant parties to this Agreement with respect agrees that no party to costs relating this Agreement shall assert, and each of the parties to Hazardous Material which is initially placed onthis Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or under the Property after the transfer punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee transactions contemplated by reason of, or in lieu of, enforcement any of the Mezzanine Lender's rights under the Mezzanine Loan Documentsforegoing. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below11.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender and each of their respective officers, defendpartners, indemnify members, directors, trustees, advisors, employees, agents, sub-agents and save all Indemnified Parties harmless affiliates (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities pursuant to the Priority of Payments. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 11.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of them pursuant to the Indemnified Parties or the PropertyPriority of Payments. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyclaims, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release ofdamages, or exposure to similar amounts arising from any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasnon-Tax claim. (b) Notwithstanding To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any provision hereof claim against each Lender and each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ondirect or actual damages) arising out of, in connection with, or under as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the Property after transactions contemplated hereby or thereby, or any Loan, or the earlier use of (i) the proceeds thereof. None of any Lender or any receiver appointed at Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any damages arising from the request use by unintended recipients of Lender taking actual possession and control of the Property following an Event of Default, and (ii) Lender completing a foreclosure any information or other sale pursuant to which Lender takes title to the Property. Indemnitors shall have no liability under materials distributed by it through telecommunications, electronic or other information transmission systems in connection with 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in other Transaction Documents or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender transactions contemplated hereby or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthereby. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with The Borrower also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, consultants and experts selected by Indemnitor and subject agents or sub-agents will have any liability to the reasonable approval Borrower or any person asserting claims on behalf of or in right of the Indemnified PartiesBorrower or any other person in connection with or as a result of this Agreement or any Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, 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 or thereby or referred to herein or therein; provided that in no event will such Lender or Agent, 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 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 the resignation or removal of the Agents.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) Except as provided in Section 2(b[***], (b) below[***], Indemnitors hereby assume liability for(c) [***], and agree (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to paycomply with any applicable laws, protectrules or regulations, defend, indemnify and save all Indemnified Parties harmless from and against except that [***]. Licensee’s obligation to defend such Claims shall apply to any and all Costs which may be imposed upon, incurred by third party allegations or asserted disputes that arise out of or awarded against relate to any of the Indemnified Parties items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, 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 Propertyabove, Indemnitees, at their expense, shall have 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 arising directly in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or indirectly from: defending such Claims within thirty (i30) the violation or alleged violation days of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control each of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the PropertyIndemnitees’ written requests. 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 This indemnity shall be with attorneys, consultants a direct payment obligation and experts selected by Indemnitor and subject not merely a reimbursement obligation of Licensee to the reasonable approval of the Indemnified PartiesIndemnitees.

Indemnity. (a) Except In addition to the payment of expenses pursuant to Section 10.02, whether or not the transactions contemplated hereby are consummated, each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless, each Agent, Joint Lead Arranger, Issuing Bank, Swing Line Lender and Lender and the officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each Agent, Joint Lead Arranger, Issuing Bank, Swing Line Lender and Lender, as provided in Section 2(b) belowwell as the respective heirs, Indemnitors hereby assume liability forsuccessors and assigns of the foregoing (each, and agree to payan “Indemnitee”), protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which may be imposed uponIndemnified Liabilities; provided, incurred that no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case, as determined by or asserted or awarded against any a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the Indemnified Parties or the Propertyforegoing, and to the extent permitted by applicable law, each Loan Party agrees not to assert and hereby waives all rights for contribution or any other rights of recovery with respect to all Indemnified Liabilities relating to or arising directly or indirectly from: (i) the violation or alleged violation out of any Environmental Laws relating to Claim or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material onMaterials activity. To the extent that the undertakings to defend, inindemnify, pay and hold harmless set forth in this Section 10.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under or affecting applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any provision hereof claim against each Agent, Joint Lead Arranger, Issuing Bank, Swing Line Lender and Lender and their respective Affiliates, officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents and 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 contraryclaim therefor is based on tort, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed oncontract or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of or under the Property after the earlier of (i) Lender or in any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant way related to this Agreement with respect or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to costs relating to Hazardous Material which is initially placed onherein or therein, in the transactions contemplated hereby or under thereby, any Loan or the Property after the transfer use of the Mezzanine Borrowers' equity interest proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and 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 Indemnitee shall be liable for any damages arising from the applicable Borrower to 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 Mezzanine Lender other Loan Documents or its designee by reason of, the transactions contemplated hereby or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthereby. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and All amounts due under this Section 10.03 shall be with attorneys, consultants due and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Partiespayable within five days after demand therefor.

Indemnity. Each Participant agrees to indemnify Agent (ato the extent not reimbursed by NAI within ten days after demand) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and 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 Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal such Participant's Percentage of any and all Hazardous Material from the Property Losses of any kind or nature whatsoever which to any surrounding areas, and costs incurred to comply with Environmental Laws extent (in connection with the Property whole or any surrounding areas. (bin part) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed may be imposed on, incurred by, or asserted against Agent growing out of, resulting from or 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 other way associated with any of the Property following an Event 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 SUCH LOSSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR 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 OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of Default, and (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, Obligor shall have no liability pursuant each Participant agrees to this Agreement with respect reimburse Agent promptly upon demand for such Participant's Percentage share of any costs and expenses to costs relating be paid to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower Agent by NAI hereunder to the Mezzanine Lender or its designee extent that Agent is not timely reimbursed by reason of, or NAI as provided in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentssubsection 7.2. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowSubject to the following provisions of this Agreement, Indemnitors hereby assume liability for, the Company shall hold harmless and agree to pay, protect, defend, indemnify Indemnitee against all Expenses and save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, Liabilities actually incurred by or asserted or awarded against Indemnitee in connection with any of Proceeding; provided, however, that no indemnity shall be paid by the Indemnified Parties or the Property, and arising directly or indirectly from: 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 violation Company or alleged violation 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 Environmental Laws relating such amount, this clause (i) shall no longer apply to or affecting the Property, whether or not caused by or within the control of Indemnitors; such amount; (ii) the actual in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or alleged presence, release or threat other final adjudication that payment of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion such remuneration was in violation of the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors; applicable law; (iii) any actual on account of Indemnitee's conduct which is finally adjudged to constitute willful misconduct or alleged to have been knowingly fraudulent, deliberately dishonest or from which the Indemnitee derives an improper personal injury or property damage arising out of or related to Hazardous Material on the Propertybenefit; or (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach on account of any representation or warranty contained suit in this Agreement; (vii) the enforcement which final judgment is rendered against Indemnitee for an accounting of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material profits made from the Property sale or any surrounding areaspurchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasas amended. (b) Notwithstanding If Indemnitee is entitled under any provision hereof 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 nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the indemnification provided for herein in respect of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding is finally determined by a court of competent jurisdiction to be prohibited by applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the contrary, Indemnitors shall have no liability under this Agreement with respect amount paid or payable by Indemnitee as a result of such Expenses and Liabilities in such proportion as is appropriate to Costs relating to Hazardous Material which is initially placed on, in or under the Property after the earlier of reflect (i) Lender 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 any receiver appointed at transactions from which such Proceeding arose, (ii) the request of Lender taking actual possession and control relative fault of the Property following an Event Company (including its other Authorized Representatives) on the one hand and of DefaultIndemnitee 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 (iiiii) Lender completing a foreclosure any other relevant equitable considerations, it being agreed that it would not be just and equitable if such contribution were determined by pro rata or other sale pursuant to method of allocation which Lender takes title to does not take into account 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsforegoing equitable considerations. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and The indemnification provided herein shall be with attorneysapplicable only to Proceedings commenced after the date hereof, consultants regardless, however, of whether they arise from acts, omissions, facts or circumstances occurring before or after the date hereof. (d) The indemnification provided herein shall be applicable whether or not negligence of Indemnitee is alleged or proved, and experts selected regardless of whether such negligence be contributory or sole. (e) Amounts paid by Indemnitor and the Company to Indemnitee under this Section 4 are subject to the reasonable approval of the Indemnified Partiesrefund by Indemnitee as provided in Section 8.

Indemnity. (a) Except The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, 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 provided such losses, claims, damages or liabilities (or actions in Section 2(brespect thereof) belowarise out of or are based upon any untrue statement of a material fact contained in the Canadian Prospectus, Indemnitors hereby assume liability forthe 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 “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, 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 agree agrees to payreimburse each such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, protectclaim, defenddamage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such 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 Canadian Prospectus, U.S. Basic Prospectus, the U.S. Pricing Prospectus, any the U.S. Prospectus, the Registration Statement, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus 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. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and save hold harmless the Company and each of its directors, officers, employees and agents against all Indemnified Parties harmless 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 and 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 and all Costs which 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 imposed upondefenses available to it which are different from, incurred by additional to or asserted or awarded against any 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 Parties 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 Propertysame jurisdiction representing the indemnified parties who are parties to such action). No indemnifying party shall, and arising directly without the written consent of the indemnified party, effect the settlement or indirectly from: 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 violation indemnified party from all liability arising out of such action or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; 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 actual 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, 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 or 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, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Designated Securities pursuant to this Agreement shall be deemed to be in the same proportion as 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, among other things, whether any such untrue or alleged presenceuntrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, release knowledge, access to information and opportunity to correct or threat 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 release ofallocation 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 exposure 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 Hazardous Material onlegal or other expenses reasonably incurred by such indemnified party in connection with investigating, inpreparing for or defending against any such action or claim. Notwithstanding the provisions of this Section 9(d), under 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 affecting all 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 each director of the Company and each officer of the Company who signed the Canadian Prospectus, the U.S. Prospectus, the Registration Statement or any portion of amendment or supplement thereto shall have the Property or any surrounding areassame rights to contribution as the Company, regardless of whether or not caused by or within subject in each case to 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 the applicable terms and conditions of this Agreement in all material respects; (vi) a material breach Section 9(d). The obligations of any representation or warranty contained the Underwriters in this Agreement; (viiSection 9(d) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws contribute are several in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof proportion to the contrary, Indemnitors shall have no liability under this Agreement their respective underwriting obligations 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 Designated Securities and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsnot joint. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender and the officers, defendpartners, indemnify directors, trustees, employees, agents, sub-agents and save all Indemnified Parties harmless Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against Lenders, Agents and their respective Affiliates, directors, employees, 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowa. To the fullest extent permitted by law, Indemnitors hereby assume liability forthe Contractor shall defend, indemnify, and agree to paysave harmless the Council and Participants and their respective duly elected or appointed officials, protect, defend, indemnify agents and save all Indemnified Parties harmless employees from and against any and all Costs which may be imposed upondemands, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertyclaims, damages, liabilities, losses, costs, and arising directly or indirectly from: expenses (iincluding, but not limited to, reasonable attorney fees) the violation or alleged violation of any Environmental Laws relating (referred to or affecting the Property, whether or not caused by or within the control of Indemnitors; (iicollectively as “demands”) the actual or alleged presence, release or threat of release of, or exposure to any 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 resulting from any work performed pursuant to Hazardous Material on this Agreement including but not limited to any negligent acts, errors, or omissions of the Property; (iv) Contractor, any acts subContractor, or any person directly or indirectly employed by 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. Contractor assumes full responsibility for relations with any subcontractors employed directly or indirectly by the Contractor and the Contractor shall defend, indemnify, and save harmless the Participant from all demands made against the Participant by such subcontractor, such subcontractor’s agent or employee, or any person, as the result of such subcontractor’s work performed pursuant to this Agreement including but not limited to negligent acts, errors, 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 arise out of, result from, or are connected with the terms and conditions performance of this Agreement in all material respects; (vi) a material breach of or any representation or warranty contained in this Agreement; (vii) subsequent Agreement and is not otherwise subject to indemnifications under subparagraph “a” above. c. The Contractor shall defend, indemnify, and hold harmless the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of Council and Participants from any and all Hazardous Material from demands relating to wages, overtime compensation, or other employee benefits by employees employed directly or indirectly by the Property or any surrounding areas, and costs incurred to comply with Environmental Laws Contractor for work performed in connection with the Property work hereunder or any surrounding areasrequired by state or federal law, including but not limited to Fair Labor Standards Act and Massachusetts Prevailing Wage Law. (b) Notwithstanding d. The indemnification obligations of the Contractor and subContractor shall not be limited in any provision hereof to way by any limitations on the contraryamount or type of damages, Indemnitors shall have no liability compensations, or benefits payable by or for the Contractor or subContractor under any federal or state law. e. In the event of a breach of this Agreement with respect to Costs relating to Hazardous Material which is initially placed onby the Contractor, the Contractor shall pay all reasonable attorney fees, costs and other litigation expenses incurred by the Council or Participant(s) in or under the Property after the earlier enforcing its rights as a result 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 (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 said breach in addition 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsdamages for said breach. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (ai) Except as provided in Section 2(bThe Mortgagor agrees to indemnify, pay and hold harmless the Mortgagee and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the "Indemnitees") below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs 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 uponon, incurred by or asserted or awarded against that Indemnitee, in any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws manner relating to or affecting arising out hereof, the PropertyIndenture, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presenceNotes, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all other Collateral Document or any portion of other document evidencing the Property Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any surrounding areasother document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided, regardless of whether or not caused by or within however, that 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors Mortgagor shall have no liability under this Agreement ----------------------- -------- ------- obligation to an Indemnitee hereunder with respect to Costs relating Indemnified Liabilities to Hazardous Material the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Mortgagor shall contribute the maximum portion which it is initially placed onpermitted to pay and satisfy under applicable law, in or under to the Property after payment and satisfaction of all Indemnified Liabilities incurred by the earlier of (i) Lender Indemnitees or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthem. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

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) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against Against any and all Costs which may be imposed uponexpenses (including attorneys’ fees and expenses incurred in defense or investigation of any claim, including a claim against the Company or Indemnitee with respect to this Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the Property right of the Company) to which Indemnitee is, was or at any surrounding areas.time becomes a party, or is threatened to be made 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 as a director, officer, employee or agent of Home Properties of New York, L.P. (the “Partnership”), the limited partnership of which the Company is general partner, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; (b) Notwithstanding any provision hereof Otherwise to the contrary, Indemnitors shall have no liability under this Agreement with respect fullest extent as may be permitted to Costs relating to Hazardous Material which is initially placed on, in or Indemnitee by the Company under the Property after non-exclusivity provisions of Article VII of the earlier By-laws of the Company as in effect on the date hereof and subparagraphs (ig) Lender and (h) of Section 2-418 of the Maryland General Corporation Law or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents.successor provision; and (c) Indemnitors' obligation The Company covenants and agrees to defend maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the Indemnified Parties hereunder shall include defense at both policy currently in effect (the trial and appellate levels and shall be with attorneys, consultants and experts selected “D&O Policy”) unless otherwise approved by Indemnitor and subject to the reasonable approval a majority of the Indemnified PartiesBoard of Directors of the Company.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below, Indemnitors hereby assume liability for8.1 hereof, and agree irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to payindemnify, protectexonerate, defend, indemnify pay, and save all Indemnified Parties hold harmless the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all Costs which 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 uponon, incurred by by, or asserted against such Indemnitee, in any manner relating to or awarded against 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 Parties Liabilities”); provided, however, that Borrower shall have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to the express terms of this Agreement by such Indemnitee or affecting the Property, whether or not caused by or within the control its Affiliates. Each Indemnitee will promptly notify Borrower of Indemnitors; (ii) the actual or alleged presence, release or threat each event of release of, or exposure to any 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 which it has knowledge which may give rise to liability a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Environmental Law; (v) law or public policy, Borrower shall make the failure by Indemnitors maximum contribution to comply fully with the terms payment and conditions satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement in all material respects; (vi) a material breach and the discharge of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors Borrower’s other obligations hereunder. This Section 8.2 shall have no liability under this Agreement not apply with respect to Costs relating to Hazardous Material Taxes, 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 attorneysgoverned by Section 10.11, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Partiesother than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, Each Grantor jointly and agree severally agrees to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against pay upon demand to the Collateral Agent the amount of any and all Costs reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may be imposed uponincur 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 the 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 or awarded against any of them arising out of, in any way connected with, or as a result of, the Indemnified Parties execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the PropertyCollateral, whether or not caused by or within the control of Indemnitorsany Indemnitee is a party thereto; (ii) the actual or alleged presenceprovided that such indemnity shall not, release or threat of release of, or exposure as to any Hazardous Material onIndemnitee, inbe available to the extent that such losses, under claims, damages, liabilities or affecting all related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any portion of its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.18 shall remain operative and in full force and effect regardless 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 the terms and conditions termination of this Agreement in all material respects; (vi) a material breach or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any representation of the Loans, the invalidity or warranty contained in this Agreement; (vii) the enforcement unenforceability of any term or provision of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property Agreement or any surrounding areasother Loan Document, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding investigation made by or on behalf of the Collateral Agent or any provision hereof to the contrary, Indemnitors shall have no liability Lender. All amounts due 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 Section 9.18 shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Partiespayable on written demand therefor.

Indemnity. 4.1 The Company hereby acknowledges and accepts that the consideration given by the Company to the 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 (aand others) Except as provided of the date of this Agreement and are set out in Section 2(b) below, Indemnitors Schedule B (the “Current Asbestos Claims”). 4.2 The Company hereby assume liability for, and agree agrees to pay, protectindemnify, defend, indemnify and save all Indemnified Parties hold harmless the Transferor from and against Indemnifiable Losses of the Transferor in an aggregate amount not to exceed $250,000 per year (the “Asbestos 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 Costs which may be imposed Indemnifiable Losses of such other Party and its Subsidiaries and Affiliates (each an “Indemnified Party” and together the “Indemnified Parties”), to the extent based upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertyrelated to, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 otherwise in connection with the terms and conditions of this Agreement in all material respects; (vi) a material such Party’s breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof except to the contraryextent that such Indemnifiable Losses are based upon, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed onrelated to, in result from or under the Property after the earlier arise out of such Indemnified Party’s (i) Lender or any receiver appointed at the request breach of Lender taking actual possession and control of the Property following an Event of Defaultthis Agreement, and (ii) Lender completing a foreclosure violation of Laws, or other sale pursuant to which Lender takes title (iii) gross negligence, recklessness or willful misconduct. 4.4 The provisions of Section 4.2 and Section 4.3 shall, 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 maximum extent permitted by applicable Law, be the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer sole and exclusive remedies of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial hereto and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties, as applicable, for any Indemnifiable Losses, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Indemnity. (a) Except as provided in Section 2(b) belowThe Trustee agrees to indemnify and hold the Financial Institution and its service providers and Central 1 and all of their connected parties, Indemnitors hereby assume liability forincluding, without limitation, their respective agents, directors, officers, employees, affiliates, and agree to paylicensees (collectively, protect, defend, indemnify and save all the “Indemnified Parties Parties”) harmless from and against any and all Costs which may be imposed uponliabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or asserted demand arising out of or awarded connected to the Trustee’s use of the Account. Trustees must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. b) Without limiting the generality of the foregoing, the Trustee will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of: i) any of the Indemnified Parties or making the Property, and arising directly or indirectly from: (i) Account available to the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (Trustee; ii) any of the actual or alleged presence, release or threat of release ofIndemnified Parties acting upon, or exposure refusing to any Hazardous Material onact upon the Trustee’s instructions, 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; (including Remote Instructions; iii) any actual of the Indemnified Parties acting upon, or alleged personal injury refusing to act upon, no statement requests made by the Trustee; iv) any of the Indemnified Parties acting upon, or property damage 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 or related to Hazardous Material on allegations that 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 Account has not been operated in compliance with the terms and conditions of this Agreement the Trust, or any alleged receipt of funds by the Financial Institution received from the Trustee, the Trust, or otherwise into the Account in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (viitrust; ix) the enforcement 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 this Agreementendorsements or signatures required in any arrangement made amongst the persons constituting the Trustee; or (viiior xi) assessment, investigation, containment, monitoring, remediation and/or removal any use of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with Account by the Property or any surrounding areas.Trustee that: (b1) Notwithstanding any provision hereof is inconsistent with a restriction imposed on the use of the 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 contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in or under the Property after the earlier benefit 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both and will be binding upon the trial Trustee and appellate levels the Trustee’s heirs, executors, successors, and assigns and shall be with attorneys, consultants and experts selected by Indemnitor and subject to survive the reasonable approval termination of the Indemnified PartiesAccount Contract for any act or omission prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protectthe Administrative Agent, defendthe L/C Issuer, indemnify the Arrangers and save all Indemnified Parties harmless each Lender, their respective Affiliates and their respective officers, partners, directors, shareholders, trustees, employees, representatives, agents, advisors and attorneys (each, an “Indemnitee”), from and against any and all Costs which 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 PERSON; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities, to the extent such Indemnified Liabilities arise from the gross negligence , bad faith or willful misconduct of that Indemnitee or its Indemnitee Related Persons, as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable, in whole or in part, because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees, or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against Lenders, the L/C Issuer, the Administrative Agent and their respective Affiliates, partners, directors, shareholders, trustees, employees, representatives, agents, advisors or attorneys, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and 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. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and 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 attorneys, consultants and experts selected by Indemnitor and such capacity. The obligations of the Lenders under this paragraph (d) are subject to the reasonable approval provisions of Section 2.12. Each Lender further agrees that in the Indemnified Partiesevent 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) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Affected Party and each Agent, defendtheir Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents (each, an “Indemnitee”), from and against any and all Costs which 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 imposed uponunenforceable 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any provision hereof claim against any 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowThe Grantors jointly and severally agree to defend, Indemnitors hereby assume liability forindemnify, pay and hold harmless the Collateral Trustee and its Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and agree to pay(in each case) their respective heirs, protectrepresentatives, defendsuccessors and assigns (each of the foregoing, indemnify and save all Indemnified Parties harmless an “Indemnitee”) from and against any and all Costs which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion of the Property or any surrounding areasLiabilities, regardless of whether such claim is asserted by any Secured Party, Secured Debt Representative or not caused Grantor; provided that no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by or within the control a final and nonappealable decision of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out a court of or related competent jurisdiction 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted from the Property gross negligence or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaswillful misconduct of such Indemnitee. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability All amounts due 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 Section 7.10 will be payable not later than fifteen (i15) Lender or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsdays upon written demand therefore. (c) Indemnitors' obligation To the extent that the undertakings to defend defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Indemnified Parties hereunder shall include defense at both Grantors will contribute the trial maximum portion that it is permitted to pay and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject satisfy under applicable law to the reasonable approval payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) To the extent permitted by applicable law, no Grantor shall ever assert, and each Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Security Documents or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability. (e) The agreements in this Section 7.10 will survive repayment of all other Secured Obligations and the removal or resignation of the Indemnified PartiesCollateral Trustee.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below, Indemnitors hereby assume liability for8.1 hereof, and agree irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to payindemnify, protectexonerate, defend, indemnify pay, and save all Indemnified Parties hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all Costs which 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 uponon, incurred by by, or asserted against such Indemnitee, in any manner relating to or awarded against 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 Parties or the PropertyLiabilities”); provided, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyhowever, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure that Borrower shall have no obligation hereunder to any Hazardous Material onIndemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the fraud, in, under gross negligence or affecting all or any portion willful misconduct of the Property or any surrounding areas, regardless such Indemnitee. Each Indemnitee will promptly notify Borrower of whether or not caused by or within the control each event 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 which it has knowledge which may give rise to liability a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Environmental Law; (v) law or public policy, Borrower shall make the failure by Indemnitors maximum contribution to comply fully with the terms payment and conditions satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement in all material respects; (vi) a material breach and the discharge of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasBorrower’s other obligations hereunder. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowThe Grantors jointly and severally agree to defend, Indemnitors hereby assume liability forindemnify, pay and hold harmless the Collateral Agent, each Secured Debt Representative and each of their respective Affiliates and each and all of their respective directors, officers, partners, members, trustees, employees, attorneys, advisors and agents, and agree to pay(in each case) their respective heirs, protectrepresentatives, defendsuccessors and assigns (each of the foregoing, indemnify and save all Indemnified Parties harmless an “Indemnitee”) from and against any and all Costs which may Indemnified Liabilities; provided, no Indemnitee will be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating entitled to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure indemnification hereunder with respect to any Hazardous Material on, in, under or affecting all or any portion Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of the Property or any surrounding areas, regardless a court 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 competent jurisdiction 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted from the Property gross negligence or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaswillful misconduct of such Indemnitee. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability All amounts due 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsSection 7.12 will be payable upon demand. (c) Indemnitors' obligation To the extent that the undertakings to defend defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Indemnified Parties hereunder shall include defense at both Grantors will contribute the trial maximum portion that it is permitted to pay and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject satisfy under applicable law to the reasonable approval payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Security Document or any agreement or instrument or transaction relating in any respect to any Indemnified Liability, and each of the Indemnified PartiesGrantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim 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. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors hereby assume liability foron and after the Closing Date, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent, defendArranger and Lender and the officers, indemnify partners, members, directors, trustees, advisors, employees, agents, sub-agents and save all Indemnified Parties harmless Affiliates of each Agent, Arranger and Lender (each, an “Indemnitee”), from and against any and all Costs which may be imposed uponIndemnified Liabilities; provided, incurred by or asserted or awarded against no Credit Party shall have any of the obligation to any Indemnitee hereunder with respect to any Indemnified Parties or the Property, and arising directly or indirectly from: Liabilities (i) to the violation extent such Indemnified Liabilities arise from the gross negligence, bad faith or alleged violation willful misconduct of any Environmental Laws relating to that Indemnitee or affecting the Propertyits employees, whether agents, directors or not caused by affiliates or within the control of Indemnitors; (ii) to the actual or alleged presence, release or threat of release of, or exposure to any 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 extent such Indemnified Liabilities arise 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws are in connection with the Property any claim, litigation, loss or proceeding not involving a Credit Party or any surrounding areasof its Subsidiaries or Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or Administrative Agent in their capacities as such), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against each Lender, each Agent and their respective Affiliates, directors, employees, 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. Each Borrower hereby agrees to indemnify (a) Except as provided Agent, (b) Letter of Credit Issuer, (c) each Lender, (d) each of the Affiliates of each of the Persons listed in Section 2(bthe foregoing clauses (a) below, Indemnitors hereby assume liability forthrough (c), and agree to pay(e) each of the directors, protectmembers, defendmanagers, indemnify general partners, limited partners, officers, and save all employees of each of the Persons listed in the foregoing clauses (a) through (d) (collectively, the "Indemnified Parties Persons") and hold each of the Indemnified Persons harmless from and against any and all Costs which may be imposed uponliability, 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 claims of any 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 or awarded against any Indemnified 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 Indemnified Parties or the Propertyforegoing, and arising directly or indirectly from: (i) the violation foregoing indemnity shall not be available to any Indemnified Person to the extent that such losses, claims, damages, liabilities or alleged violation related expenses are determined by a court of any Environmental Laws relating competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Person's gross negligence or affecting the Property, whether or not caused by or within the control of Indemnitorswillful misconduct; (ii) the actual or alleged presence, release or threat of release of, or exposure such indemnity shall not be available to any Hazardous Material onIndemnified Person for losses, inclaims, 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 by final and nonappealable judgment (it being understood that nothing in this Agreement shall preclude a claim or suit by a Borrower against any indemnitee for such Indemnified Person's failure to perform any of its obligations to Borrowers 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 IndemnitorsLoan Documents); (iii) Borrowers shall not, in connection with any actual or alleged personal injury or property damage arising out of such proceeding or related to Hazardous Material on proceedings in the Propertysame jurisdiction and in the absence of conflicts of interest, 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 acts or omissions that exacerbate such action brought against such Indemnified Person in connection with a claim for which it is entitled to indemnity under this Section 12.4 and (B) an existing condition at the Property opportunity to consult from time to time with such Indemnified Person regarding defensive measures and give rise to liability under any Environmental Lawpotential settlement; and (v) Borrowers shall not be obligated to pay the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach amount of any representation settlement entered in to without their written consent (which consent shall not be unreasonably withheld or warranty contained delayed). Notwithstanding any contrary provision in this Agreement; (vii) , the enforcement obligation of Borrowers under this Section 12.4 shall survive the payment in full of the Obligations and the termination of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided 7.1.1. Subject to the limitations set forth in Section 2(b) belowthis Article 7, Indemnitors hereby assume liability forfrom and after the Closing, Seller shall indemnify and hold harmless Purchaser and its subsidiaries, and agree to paytheir respective directors, protectofficers, defendemployees, indemnify agents, and save all representatives (collectively and singly, the “Indemnified Parties harmless Parties”) from and against any and all Costs 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 Party), claims or other obligations of any nature whatsoever (individually, a “Damage” and collectively, “Damages”) that any Indemnified Party may suffer or incur which may be imposed uponarise out of or result from any inaccuracy in or any breach of any representation, incurred 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 or asserted or awarded Purchaser against any Shareholder based upon a breach of any of the Indemnified Parties or the Property, representations and arising directly or indirectly from: (i) the violation or alleged violation warranties of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of Seller contained in this Agreement in all material respects; (vi) a material or breach of any representation of any Shareholder’s covenants or warranty 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 limitations set forth in this 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 connection with any inaccuracy or breach of any representation, warranty, agreement or covenant of Purchaser contained in this Agreement; Agreement (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany exhibit, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsschedule or certificate delivered hereunder. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as In addition to the payment of expenses pursuant to Section 9.2 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 Lender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents and persons identified in the last sentence of Section 2(b2.4(b) belowhereof (each, Indemnitors hereby assume liability foran “Indemnitee”), and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which 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 imposed uponunenforceable 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 asserted or awarded against any of them. Indemnification of an Affected Party is subject to and not in addition to the Indemnified Parties or the Property, indemnification provided pursuant to Section 2.19(e) and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas8.5. (b) Notwithstanding To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any provision hereof claim against any 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowFPL shall hold the Customer, Indemnitors hereby assume liability forits officers, agents, and agree to payemployees harmless against claims by third parties for bodily injury (including death) and third party tangible personal property damage resulting solely and exclusively from FPL’s gross negligence during the performance of the installation of the System at the Location. FPL shall not be responsible for damages whether resulting in whole or in part from the Customer, protector any of its employees, defendagents, representatives or those in its care and custody. To the extent permitted by Section 768.28, Florida Statutes, the Customer shall hold harmless, indemnify and save all Indemnified Parties harmless defend FPL, its affiliates and parent company, and their officers, agents, and employees (collectively, “FPL Entities”) from and against all liability, claims, judgments or costs for injury to, or death of any and all Costs which may be imposed uponperson or persons, incurred by for the loss or asserted or awarded against damage to any of the Indemnified Parties or the Propertyproperty, and arising directly or indirectly from: (i) for the violation or alleged violation imposition of any Environmental Laws relating to penalties, fines or affecting the Property, whether or not caused other assessments by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 governmental agency arising out of the performance under this Contract, and resulting from any negligence or related failure to Hazardous Material on act by 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessmentCustomer, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areasof its employees, agents, representatives or those in its care and costs incurred custody. An indemnitor under this Section shall have the right to comply with Environmental Laws in connection with the Property or any surrounding areas. defend an indemnitee by counsel (bincluding insurance counsel) Notwithstanding any provision hereof of indemnitor’s selection reasonably satisfactory to the contraryindemnitee, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, any claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claims or under the Property after the earlier of (i) Lender actions. No indemnitee shall settle any such claims or any receiver appointed at the request of Lender taking actual possession and control actions without prior written consent of the Property following an Event of Defaultindemnitor. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 4.1 TO THE CONTRARY, and (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 foregoingNOTHING CONTAINED HEREIN SHALL CONSTITUTE A WAIVER BY THE CUSTOMER OF ITS LIMITED WAIVER OF SOVEREIGN IMMUNITY PURSUANT TO THE PROVISIONS OF SECTION 768.28, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsFLORIDA STATUTES. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party, jointly and agree severally, agrees to paydefend (subject to Indemnitees’ selection of counsel), protectindemnify, defendpay and hold harmless, indemnify each Agent and save all Indemnified Parties harmless Lender, their respective Affiliates and 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 Costs which 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; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Propertythem. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, and claims, damages, etc. arising directly or indirectly from: (i) the violation or alleged violation of from any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasnon-Tax claim. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against Lenders, Agents and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and 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 Mezzanine Loan Documentsimmediately 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) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and All amounts due under this Section 10.3 shall be with attorneys, consultants due and experts selected payable promptly (and in any event within thirty (30) days) following receipt by Indemnitor and subject to the reasonable approval Borrower of the Indemnified Partiesan invoice relating thereto setting forth such expenses.

Indemnity. (a) Except as provided in Section 2(b) below10.1 IXYS shall, Indemnitors hereby assume liability for, and agree to pay, protectat its expense, defend, indemnify and save hold harmless Samsung from all Indemnified Parties harmless 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) Samsung promptly notifies IXYS in writing of the Claim, (b) Samsung provides IXYS with all reasonable assistance, information and against any authority required to perform these duties, and (c) IXYS is permitted to solely direct the defense and all Costs which may be imposed uponrelated settlement negotiations related to the Claim. Further, IXYS agrees to pay any judgment in such suit or proceeding by final judgment of a court of last resort, including reasonable attorneys’ fees, but IXYS shall have no liability for settlement or costs incurred by or asserted or awarded against any of without its consent. Notwithstanding the Indemnified Parties or the Propertyforegoing, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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) IXYS shall have no indemnity obligation regarding any actual or alleged personal injury infringement, violation or property damage arising out misappropriation of any Intellectual Property of any third party to the extent such infringement, violation or related misappropriation arises from the Samsung Deliverables, the manufacturing processes used by Samsung hereunder, or products based on designs acquired from Samsung pursuant to Hazardous Material on the Property; Transaction Documents. IXYS shall not be obligated to indemnify Samsung in accordance with this Section 10.1 if (iva) any acts settlement is made by Samsung without IXYS’s prior written consent, or omissions that exacerbate an existing condition at (b) if IXYS is not permitted by Samsung to assume exclusive control of the Property and give rise to liability under any Environmental Law; (v) settlement of the failure by Indemnitors to comply fully with Claim. For the terms and conditions purposes of this Agreement in 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 material respects; damages, losses, costs and expenses of whatever nature (viincluding legal costs) a material breach of whether or not reasonably foreseeable by the parties at any representation or warranty contained in this Agreement; (vii) time during the enforcement 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 a result of such Claims or (viii) assessmentin a settlement that may result from any such Claim, investigationthat Samsung Deliverables contained in the Products, containmentthe manufacturing processes used by Samsung hereunder, monitoringactually or allegedly infringe on any Intellectual Property of a third party, remediation and/or removal of any and all Hazardous Material from provided that Samsung is promptly notified, given the Property or any surrounding areasassistance required, and costs incurred permitted to comply with Environmental Laws solely direct the defense. Further, Samsung agrees to pay any judgment in connection with the Property such suit or any surrounding areas. (b) Notwithstanding any provision hereof to the contraryproceeding by final judgment of a court of last resort, Indemnitors including reasonable attorneys’ fees, but Samsung shall have no liability under for settlement or cost incurred without its consent. Notwithstanding the foregoing, Samsung shall have no indemnity obligation pursuant to this Agreement Section 10.2 regarding any actual or alleged infringement of any Intellectual Property of any third party to the extent such infringement arises from the IXYS Deliverables (including but not limited to the designs, specifications and/or instructions provided by IXYS and Samsung’s compliance with respect any industrial standard specification) Samsung shall not be obligated to Costs relating indemnify in accordance with this Section 10.2 if (a) any settlement is made by IXYS without Samsung’s prior written consent, or (b) if Samsung is not permitted by IXYS 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 assume exclusive control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer settlement of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsClaim. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowYou must, Indemnitors hereby assume liability for, during and agree to pay, protect, defendafter the License Term, indemnify and 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 Parties or the Propertyagainst, and hold them harmless from, all losses, costs, liabilities, damages, claims, and expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation arising directly out of or indirectly resulting from: (i) any claimed occurrence at the violation Hotel or alleged violation arising from, as a result of, or in connection with the development, construction or operation of the Hotel (including the design, construction, financing, furnishing, equipment, acquisition of supplies or operation of the Hotel in any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitorsway); (ii) the actual any bodily injury, personal injury, death or alleged presenceproperty damage suffered or claimed by any guest, release customer, visitor or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion employee of the Property or any surrounding areas, regardless of whether or not caused by or within the control of IndemnitorsHotel; (iii) your alleged or actual infringement or violation of any patent, ▇▇▇▇ or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or alleged personal injury breach of any contract (including any System-wide group sales agreement), any Applicable Law, or property damage 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 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viiivii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred your failure to comply with Environmental Laws in connection with Subparagraph 16.l., including a breach of the Property 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 surrounding areas. (b) Notwithstanding any provision hereof to other Indemnified Party on the contrary, Indemnitors shall have no liability 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 basis of: (i) Lender theories of imputed or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Defaultsecondary liability, and such as vicarious liability, agency, or apparent agency; or (ii) Lender completing a foreclosure our failure to compel you to comply with the provisions of this Agreement, including compliance with Standards, Applicable Laws or other sale pursuant to which Lender takes title to the Propertyrequirements. 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend You will also indemnify the Indemnified Parties hereunder shall include defense at both for any claim for damages by reason of the trial and appellate levels and shall be failure of any contractor, subcontractor, supplier or vendor doing business with attorneys, consultants and experts selected by Indemnitor and subject 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 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 approval attorneys’ fees, expert fees, costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or termination of this Agreement.

Indemnity. (a) Except In addition to such indemnities as may be provided for in Section 2(b) belowthe Master Lease, Indemnitors hereby assume liability for, and agree Subtenant agrees to pay, protect, defend, indemnify and save hold Sublandlord and its affiliates, officers, agents, servants, employees and independent contractors (individually a “Sublandlord Party” and collectively, “Sublandlord Parties”) harmless against all Indemnified Parties harmless from and loss, damage, liability, or expense suffered or claimed against any and all Costs which may be imposed uponSublandlord Party, incurred by any person or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: entity (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within otherwise arising from, in whole or in part, any breach or default by Subtenant of any covenant or obligation it has hereunder (including but not limited to all covenants or obligations of the control tenant under the Master Lease assumed by Subtenant pursuant to the terms of Indemnitors; this Sublease), or (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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; in connection with anything owned or controlled by Subtenant, or (iii) resulting from any actual act, failure to act, or alleged personal injury negligence of Subtenant or property damage arising out of its employees, agents or related to Hazardous Material on the Property; invitees, or (iv) resulting from any nuisance suffered on the Subleased Premises, except for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, Landlord or their respective employees, agents, 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 that exacerbate an existing condition at of Subtenant which are or are alleged to be defaults of Sublandlord under the Property Master Lease or are the subject matter of any indemnity or hold harmless of Sublandlord, as tenant, 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 give rise to liability under any Environmental Law; (v) elsewhere herein shall survive the failure by Indemnitors to comply fully with the terms and conditions expiration or other termination of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasSublease. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Without duplication of and subject to the limitations set forth under the expense reimbursement obligations pursuant to Section 2(b) below12.3, Indemnitors hereby assume liability for, each Loan Party shall jointly and agree to pay, protect, defend, severally indemnify and save all hold harmless each of the Administrative Agent, L/C Issuer, the Joint Lead Arrangers and the Lenders and each such Person’s respective Affiliates, officers, directors, members, partners, employees, advisors, agents and representatives (each, an “Indemnified Parties harmless Person”), from and against any and all Costs 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 may be imposed uponany such Indemnified Person is subject arising out of, incurred by resulting from or asserted in connection with any actual or awarded against 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 Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the PropertyPerson is a party thereto, whether or not caused such Action is brought by the Borrower or within any of its Affiliates, creditors or any other Person (collectively, “Indemnified Liabilities”); provided, that the control foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent resulting from the gross negligence, bad faith or willful misconduct of Indemnitors; such Indemnified Person or any of its Related Indemnified Persons, (ii) to the actual or alleged presence, release or threat of release of, or exposure to any 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 extent 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 the terms and conditions of this Agreement in all material respects; (vi) from a material breach of the obligations of such Indemnified Person or any representation of its Related Indemnified Persons under this Agreement or warranty contained the other Loan Documents (in this Agreement; the case of each of preceding clauses (viii) the enforcement and (ii), as determined by a court of this Agreement; competent jurisdiction in a final, non-appealable judgment), or (viiiiii) assessment, investigation, containment, monitoring, remediation and/or removal to the extent arising from any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity or in fulfilling its role as the Administrative Agent or any Joint Lead Arranger and other than any claims arising out of any and all Hazardous Material from act or omission on the Property part of the Borrower or any surrounding areas, of its Affiliates (as determined by a court of competent jurisdiction in a final and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasnon-appealable judgment)). (b) Notwithstanding any provision hereof to the contraryforegoing, Indemnitors shall have no liability 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 no Indemnified Person or any receiver appointed at other party hereto shall be liable for any damages arising from the request use by others of Lender taking actual possession and control 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 Property following an Event willful misconduct, bad faith or gross negligence of Defaultsuch Indemnified Person, any Related Indemnified Person or such other party hereto, as applicable, and (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 neither (x) any Indemnified Party Person or any of its Related Indemnified Persons, nor (y) the Borrower (or any of its Subsidiaries or Affiliates) shall be liable for any indirect, special, punitive or consequential damages (with respect to Costs which result from the Borrower in the case of this clause (y), other than in respect of any such damages incurred or paid by an Indemnified Party's willful misconduct Person to a third party) in connection with the Loan Documents (including the use of proceeds thereunder), or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower any activities related to the Mezzanine Lender Loan Documents; provided, that nothing contained in this sentence shall limit the Borrower’s (or its designee by reason ofSubsidiaries’ and Affiliates’) indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsany third party claim in connection with which such Indemnified Person is otherwise entitled to indemnification hereunder. (c) Indemnitors' obligation 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 defend 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 Parties 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 defense at both any statement as to any admission of fault or culpability of such Indemnified Person and (iii) contains customary confidentiality provisions with respect to the trial terms of such settlement. (d) Notwithstanding the foregoing, each Indemnified Person (and appellate levels and its Related Indemnified Persons) shall be with attorneysobligated 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, consultants claims, damages, liabilities and experts selected by Indemnitor and subject expenses to the extent such Indemnified Person (or its Related Indemnified Persons) is not entitled (as determined by a court of competent jurisdiction in a final and non-appealable judgment) to 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 such 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 approval of detail, together with any supporting documentation reasonably requested by the Indemnified PartiesBorrower. (f) This Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. 2.1 Subject to the terms of this deed, the Company hereby agrees (awithout prejudice to any other indemnity to which the Director may otherwise be entitled) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save keep indemnified and hold harmless the Director out of the assets of the Company against all Indemnified Parties harmless from claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and against any costs, expert witness fees and all Costs reasonable travel expenses incurred with the prior written consent of the Company) ("Liability" or "Liabilities") which may be imposed uponmade against him or which he may suffer or incur as a consequence of, incurred by or asserted which relate to or awarded against any of the Indemnified Parties or the Propertyarise from, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyindirectly, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presencepurported 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, release including (but without limitation) and any Liability reasonably incurred or threat of release of, or exposure suffered in relation to any Hazardous Material onreasonable settlement in respect of any actual, 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 threatened or alleged personal injury claims, demands, investigations or property damage arising out of proceedings (whether civil or related criminal). 2.2 Subject 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 the terms and conditions of this Agreement deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs") incurred by the Director in all material respects; defending any claim, action or proceedings (viwhether civil, criminal or regulatory) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property 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 surrounding areas.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) the Company (acting reasonably) may impose such terms as it sees fit in connection with the granting of such loan; (b) Notwithstanding the Director shall repay any provision hereof to the contrary, Indemnitors shall have no amount so paid or advanced (and discharge any liability 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 (iiCompany incurred under any transaction in connection with the matters referred to above) 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Mezzanine Lender Director relief on the application on the date on which the conviction, judgment or its designee by reason of, or in lieu of, enforcement refusal of the Mezzanine Lender's rights under the Mezzanine Loan Documents.relief (as applicable) becomes final; (c) Indemnitors' if once the claim, action or proceedings have been finally concluded and there has been no adverse judgement against the Director, the Director shall be exonerated from the obligation to defend repay the Indemnified Parties hereunder shall include defense at both loan and the trial and appellate levels and Company’s indemnity obligation in clause 2 shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Partiesthereby satisfied.

Indemnity. (a) Except as provided in Section 2(b) belowEFIH agrees to defend, Indemnitors hereby assume liability forindemnify, pay and hold harmless the Collateral Trustee and each of its directors, officers, partners, trustees, employees, attorneys and agents, and agree to pay(in each case) their respective heirs, protectrepresentatives, defendsuccessors and assigns (each of the foregoing, indemnify and save all Indemnified Parties harmless an “Indemnitee”) from and against any and all Costs which may Indemnified Liabilities; provided, no Indemnitee will be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating entitled to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure indemnification hereunder with respect to any Hazardous Material on, in, under or affecting all or any portion Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of the Property or any surrounding areas, regardless a court 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 competent jurisdiction 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted from the Property gross negligence, bad faith or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaswillful misconduct of an Indemnitee. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability All amounts due 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsSection 7.11 will be payable upon demand. (c) Indemnitors' obligation To the extent that the undertakings to defend defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, EFIH will contribute the Indemnified Parties hereunder shall include defense at both the trial maximum portion that it is permitted to pay and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject satisfy under applicable law to the reasonable approval payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) EFIH will not assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and EFIH hereby waives, releases and agrees not to ▇▇▇ upon any claim 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 Indemnified PartiesCollateral Trustee.

Indemnity. (a) Except as provided in Section 2(b) belowfor losses, Indemnitors hereby assume liability fordamages and claims arising out of the negligence or willful misconduct of LANDLORD or LANDLORD’s agents, contractors and agree to payemployees, protect, defend, TENANT shall indemnify defend and save all Indemnified Parties hold LANDLORD harmless from and against any and all Costs which may be imposed uponcosts, incurred by claims, demands or asserted or awarded against any of the Indemnified Parties or the Property, and liability arising directly or indirectly from: : (i) TENANT’s use of the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; PREMISES; (ii) the actual conduct of TENANT’s business or alleged presence, release anything else done by TENANT or threat of release of, permitted by TENANT to be done in or exposure to any Hazardous Material on, in, under or affecting all or any portion of about the Property or any surrounding areas, regardless of whether or not caused by or within the control of IndemnitorsPREMISES; or (iii) any actual misrepresentation 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in warrant by TENANT under this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasLEASE. (b) Notwithstanding any provision hereof Except for losses, damages and claims to the contraryextent arising out of the acts or omissions of TENANT or TENANT’s agents, Indemnitors shall have no contractors and employees, LANDLORD shall, indemnify, defend and hold TENANT harmless from and against any and all costs, claims, demands or liability 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 arising from: (i) Lender LANDLORD’s ownership or any receiver appointed at the request of Lender taking actual possession and control operation of the Property following an Event of Default, PREMISES and the SHOPPING CENTER; (ii) Lender completing a foreclosure the conduct of LANDLORD or anything else done by LANDLORD or permitted by LANDLORD 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, actual or threatened violations of any laws governing or regulating “HAZARDOUS MATERIALS” as defined in Section 12.20 below, within, upon, under, or adjacent to the PREMISES or the SHOPPING CENTER or other sale pursuant to which Lender takes title to damages, fines, penalties, acts, costs, claims, or liabilities incurred in connection therewith, including, without limitation, the Propertycost of any investigation, remediation, restoration, cleanup and/or abatement. Indemnitors As used in the above Subsections 5.04(i), (ii), (iii) and (iv), the term “LANDLORD” shall have no liability under this Agreement to include any Indemnified Party with respect to Costs which result from such Indemnified Party's willful misconduct or gross negligence. In addition to affiliate of LANDLORD that owns the foregoingSHOPPING CENTER, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer and all of the Mezzanine Borrowers' equity interest in the employees, agents, contractors and invitees, as applicable Borrower to the Mezzanine Lender of LANDLORD or its designee by reason of, or in lieu of, enforcement such affiliate of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsLANDLORD. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. a. Buyer shall, at Buyer’s sole cost and expense defend, indemnify and hold Seller and its parent, subsidiary and affiliated companies and their respective officers, directors, employees and agents (a“Seller Indemnified Parties”) Except as provided harmless from and against all third party claims, demands, suits, actions, proceedings and litigation, all direct losses, costs, damages, obligations, judgments, expenses and fees, including without limitation, reasonable attorneys’ fees and expenses (collectively “Losses”), suffered or incurred by a Seller Indemnified Party arising out of or in Section 2(bconnection with Buyer’s use or any of its licensees’ use of the Marks pursuant to this Agreement and the subject matter hereof, including without limitation, those relating to: (i) belowthe offer or sale of the Products using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, Indemnitors hereby assume liability forfraud, unfair trade practices and/or anti-competitive practices, in relation to the operation of the Retail Station Business; (iv) the violation by Buyer or its licensees of any applicable law, regulation or industry standard; and/or (v) the alleged or actual violation of third party rights regarding the realization and/or the release of any advertising using the Marks during the Term; provided, however, in no event shall the foregoing indemnity extend to any Losses to the extent that they arise out of a breach of Seller’s express covenants, representations and agree to paywarranties hereunder (collectively, protect“Seller’s Actions”). b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and save all hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Parties 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 Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 Losses arising out of or related in connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to Hazardous Material on any Losses to the Property; (iv) any acts extent caused by Buyer’s negligence 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 the terms and conditions Buyer’s breach of this Agreement in all material respects; (vi) a material breach or violation of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaslaw. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. ‌ (a) Except as provided in Section 2(bThe Accreditation Authority indemnifies (and must keep indemnified) belowthe National Boards, Indemnitors hereby assume liability forAHPRA, and agree each of their officers, employees and agents (referred to pay, protect, defend, indemnify and save all Indemnified Parties harmless in this clause as 'those indemnified') from and against any and all Costs which may be imposed upon, Losses sustained or incurred by those indemnified and arising out of or asserted or awarded as a consequence of:‌ (i) any Claim against any of those indemnified in relation to any act or omission of the Indemnified Parties Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Property, and 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 within the control of Indemnitors; Accreditation Functions; (ii) the actual any negligent, reckless or alleged presence, release unlawful act or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion omission of the Property Accreditation Authority, its officers, employees, contractors or any surrounding areas, regardless agents in connection with its performance of whether or not caused by or within the control of IndemnitorsAccreditation Functions; and (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of clause 13 or any representation or warranty contained in given by the Accreditation Authority under this Agreement; (vii, except to the extent that Loss attaches to AHPRA under section 236(2) of the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasNational Law. (b) Notwithstanding any provision hereof The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the contraryextent that any negligent, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in reckless or under unlawful act or omission on the Property after part of those indemnified directly caused 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsrelevant Loss. (c) Indemnitors' obligation The right of those indemnified to defend the Indemnified Parties hereunder shall include defense at both the trial be indemnified under this clause 11.1 is in addition to, and appellate levels and shall not exclusive of, any other right, power, or remedy provided by law but those indemnified are not entitled to be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval compensated in excess of the Indemnified Partiesamount of the relevant Loss. (▇) ▇▇▇▇▇ 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 liability that attaches to AHPRA under section 236(2) of the National Law.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors Assignor hereby assume liability for, and agree agrees to pay, protect, defend, indemnify and save all Indemnified Parties hold Assignee harmless from and against any all claims, demands, losses, damages, expenses and all Costs which may be imposed uponcosts including, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertybut not limited to, reasonable attorneys’ fees and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyexpenses actually incurred, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof Assignor’s failure, prior to the contrarydate of this Assignment, Indemnitors shall have no liability to observe, perform and discharge each and every one of the covenants, obligations and liabilities of the tenant under this Agreement the Lease, to be observed, performed or discharged on, or relating to, or accruing with respect to Costs relating the period prior to Hazardous Material which is initially placed the date of this Assignment. Assignee hereby agrees to indemnify and hold Assignor 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 Assignee’s failure, from and 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, in or under the Property after the earlier of (i) Lender relating to, or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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 accruing with respect to Costs which result to, the period from and after, but not before, the date of this Assignment, including, without limitation, all such Indemnified Party's willful misconduct or gross negligencecovenants, obligations and liabilities under Revised Article 35. In addition to the foregoingaddition, Obligor Assignee hereby agrees that its indemnity of Landlord under Section 35.11.1 of Revised Article 35 shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed onalso run in favor of Assignor, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest substituting “Assignee” for “Tenant” and “Assignor” for “Landlord,” where applicable, including in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or definitions of capitalized terms used in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentssaid Section 35A 1.1. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. ‌ (a) Except as provided in Section 2(bThe Accreditation Authority indemnifies (and must keep indemnified) belowthe National Boards, Indemnitors hereby assume liability forAHPRA, and agree each of their officers, employees and agents (referred to pay, protect, defend, indemnify and save all Indemnified Parties harmless in this clause as 'those indemnified') from and against any and all Costs which may be imposed upon, Losses sustained or incurred by those indemnified and arising out of or asserted or awarded as a consequence of:‌ (i) any Claim against any of those indemnified in relation to any act or omission of the Indemnified Parties Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Property, and 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 within the control of Indemnitors; Accreditation Functions; (ii) the actual any negligent, reckless or alleged presence, release unlawful act or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion omission of the Property Accreditation Authority, its officers, employees, contractors or any surrounding areas, regardless agents in connection with its performance of whether or not caused by or within the control of IndemnitorsAccreditation Functions; and (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of clause 13 or any representation or warranty contained in given by the Accreditation Authority under this Agreement; (vii, except to the extent that Loss attaches to AHPRA under section 236(2) of the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasNational Law. (b) Notwithstanding any provision hereof The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the contraryextent that any negligent, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in reckless or under unlawful act or omission on the Property after part of those indemnified directly caused 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsrelevant Loss. (c) Indemnitors' obligation The right of those indemnified to defend the Indemnified Parties hereunder shall include defense at both the trial be indemnified under this clause 11.1 is in addition to, and appellate levels and shall not exclusive of, any other right, power, or remedy provided by law but those indemnified are not entitled to be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval compensated in excess of the Indemnified Partiesamount of the relevant Loss. (d) AHPRA holds the benefit of this indemnity on trust for the benefit of the National Boards and AHPRA's personnel. (e) Nothing in this Agreement is intended to limit or otherwise contract out of Proportionate Liability Legislation or any liability that attaches to AHPRA under section 236(2) of the National Law.

Indemnity. (a) Except as provided in Section 2(b) belowThe Borrower, Indemnitors hereby assume liability forjointly and severally agree, and agree to pay, protect, defend, indemnify and save all Indemnified hold harmless each Lender, each Agent, each Arranger, each Bookrunner and each Issuing Bank and their respective Related Parties harmless (without duplication) (the “Protected Persons”) from and against any and all Costs which may be imposed uponlosses, incurred claims, damages and liabilities of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Protected Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Protected Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or asserted or awarded against defending any of the Indemnified Parties or foregoing (including the Propertyreasonable fees) has retained its own counsel, of another firm of counsel for such affected Protected Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Protected Person arising directly out of or indirectly from: relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Protected Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Protected Person with respect to Indemnified Liabilities to the extent arising from (i) the violation gross negligence, bad faith or alleged violation willful misconduct of such Protected Person or any Environmental Laws relating to or affecting the Propertyof its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of the obligations of such Protected Person or any representation of its Related Parties under the terms of this Agreement by such Protected Person or warranty contained any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Protected Persons that does not involve an act or omission by the Borrower or any of its Subsidiaries; provided, further, that the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Agreement; (vii) Section 10.3 shall survive repayment of the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any Loans and all Hazardous Material other amounts payable hereunder. This Section 10.3 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasnon-Tax claim. (b) Notwithstanding No Credit Party or any provision hereof Protected Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the contraryProtected Persons pursuant to Section 10.3(a) in respect of damages Incurred or paid by an Protected Person to a third party. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, Indemnitors shall have no liability under electronic or other information transmission systems in connection with this Agreement with respect or the other Credit Documents or the transactions contemplated hereby or thereby, except to Costs relating to Hazardous Material which is initially placed onthe extent that such damages have resulted from the willful misconduct, in bad faith or under the Property after the earlier gross negligence of (i) Lender any Protected Person or any receiver appointed at the request of Lender taking actual possession its Related Parties as determined by a final and control non-appealable judgment of the Property following an Event a court of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentscompetent jurisdiction. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (ai) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, The Company shall indemnify and save all Indemnified Parties hold harmless Roivant and its respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents, counsel and 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 (collectively, the “Indemnitees”) from and against any and all Costs which may be imposed uponactions, 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 asserted or awarded against any of them on or after the Effective Date (collectively, the “Indemnified Parties Liabilities”) as a result of, arising out of or the Property, and arising directly or indirectly from: in any way relating to (i) the violation or alleged violation Roivant’s status as a holder of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; Equity Securities and (ii) the actual operations of the Company or alleged presence, release or threat any of release of, or exposure its Subsidiaries; provided that the foregoing indemnification rights shall not be available with respect to any Hazardous Material onsuch Indemnified Liabilities arising on account of an Indemnitee’s gross negligence or willful misconduct; provided, infurther, under that, if and to the extent that the foregoing undertaking may be unavailable or affecting all or unenforceable for any portion reason, the Company shall make the maximum contribution to the payment and satisfaction of each 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 Indemnified Liabilities which is permissible under any Environmental applicable Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (bii) Notwithstanding Each Party shall indemnify and hold harmless the other Party and its Indemnitees for any provision breach of Section 4.05 hereof due to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in gross negligence 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender such Party or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsRepresentatives. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. In addition to the payment of expenses pursuant to Section 10.2, each Credit Party agrees to indemnify, pay and hold harmless, each Agent, each Issuing Bank, each Lender and each of their respective Related Persons (a) Except as provided in Section 2(b) beloweach, Indemnitors hereby assume liability foran “Indemnitee”), and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, incurred by or asserted or awarded against Indemnified Liabilities; provided that no Credit Party will have any of obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Parties or the Property, and arising directly or indirectly from: Liabilities (i) arise from (A) the violation bad faith, gross negligence or alleged violation willful 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 Environmental Laws relating to material breach of the obligations of that Indemnitee or affecting the Property, whether its Related Persons under this Agreement or not caused any other Credit Document as determined by a court of competent jurisdiction in a final non-appealable order or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure relate to any Hazardous Material ondispute solely among Indemnitees other than (A) claims against an Agent, inin its capacity as such or in fulfilling its role as an Agent, 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; and (iiiB) any actual or alleged personal injury or property damage claims arising out of any act or related to Hazardous Material omission 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach part of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property Credit Party or any surrounding areasSubsidiary or Affiliates; provided further that the Credit Parties, taken as a whole, shall be responsible hereunder for the fees and costs incurred to comply with Environmental Laws expenses of only one counsel for each similarly situated group of affected Indemnitees in connection with indemnification claims arising out of the Property 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 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, 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 surrounding areas. (b) Notwithstanding of them. The Credit Parties agree, jointly and severally, that, without the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed, the Credit Parties will not enter into any provision hereof to the contrary, Indemnitors shall settlement of a claim in respect of which indemnification could have no liability been sought by an Indemnitee under this Agreement Section 10.3(a) unless such settlement includes an explicit and unconditional release from the party bringing such claim of all Indemnitees which could have sought indemnification 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors shall have no liability such claim under this Agreement to any Indemnified Party Section 10.3(a). This Section 10.3 will not apply with respect to Costs which result Taxes other than any Taxes that represent losses, claims, damages, etc. arising from such Indemnified Party's willful misconduct or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsany non-Tax claim. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and each Lender and the officers, defendpartners, indemnify directors, trustees, employees, agents and save all Indemnified Parties harmless Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, 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 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. A. To the fullest extent permitted by law (a) Except as provided in Section 2(b) belowincluding, Indemnitors hereby assume liability forwithout limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (with legal counsel reasonably acceptable to City), indemnify, and agree to payhold harmless City and its officers, protectelected officials, defendemployees, indemnify agents, and save all Indemnified Parties harmless volunteers (collectively "Indemnitees") from and against any and all Costs which may be imposed uponclaims, 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 by or asserted or awarded against any of the Indemnified Parties or the Propertyin connection therewith, and arising 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 from: employed by them, or anyone that they control (i) collectively "Liabilities"). Such negligence, recklessness, or willful misconduct includes without limitation the violation or alleged violation failure of Design Professional to disclose information known by Design Professional to be material to performing the Services. Such obligations to defend, hold harmless and indemnify any Environmental Laws relating Indemnitee shall not apply to or affecting the Property, whether or not extent that such Liabilities are caused by or within the control of Indemnitors; (ii) the actual or alleged presencenegligence, release or threat of release ofactive negligence, or exposure to willful misconduct of such Indemnitee. Notwithstanding any 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 the terms and conditions provision of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors the extent of Design Professional's obligation to defend, indemnify, and hold harmless shall have no liability 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 Agreement 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 respect provisions identical to Costs relating to Hazardous Material which is initially placed on, those set forth in or under the Property after the earlier of (i) Lender this section from each and every subconsultant or any receiver appointed at other person or entity involved by, for, with or on behalf of Design Professional in the request performance of Lender taking actual possession and control of the Property following an Event of Defaultthis Agreement. If Design Professional fails to obtain such indemnity obligations from others as required, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors Design Professional shall have no liability be fully responsible for all obligations under this Agreement Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any Indemnified Party with respect rights hereunder. The obligation to Costs which result from such Indemnified Party's willful misconduct indemnify and defend City as set forth herein is binding on the successors, assigns or gross negligence. In addition to heirs of Design Professional and shall survive the foregoing, Obligor shall have no liability pursuant to termination of this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthis section. (c) Indemnitors' obligation D. Design Professional's compliance with the insurance requirements does not relieve Design Professional from the obligations described in this Section 11, which shall apply whether or not such insurance policies are applicable to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Partiesa claim or damages.

Indemnity. (a) Except as provided in Section 2(b) belowThe Grantors jointly and severally agree to defend, Indemnitors hereby assume liability forindemnify, pay and hold harmless the Collateral Agent and each of its Affiliates and each of their respective directors, officers, members, partners, trustees, employees, attorneys and agents, and agree to pay(in each case) their respective heirs, protectrepresentatives, defendsuccessors and assigns (each of the foregoing, indemnify and save all Indemnified Parties harmless an “Indemnitee”) from and against any and all Costs which may Indemnified Liabilities; provided, no Indemnitee will be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating entitled to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure indemnification hereunder with respect to any Hazardous Material on, in, under or affecting all or any portion Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of the Property or any surrounding areas, regardless a court 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 competent jurisdiction 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted from the Property gross negligence, bad faith or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areaswillful misconduct of such Indemnitee. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability All amounts due 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsSection 7.12 will be payable upon demand. (c) Indemnitors' obligation To the extent that the undertakings to defend defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Indemnified Parties hereunder shall include defense at both Grantors will contribute the trial maximum portion that it is permitted to pay and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject satisfy under applicable law to the reasonable approval payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Security Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Indemnified PartiesGrantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim 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. (a) Except as provided Borrower shall hold harmless, defend and indemnify (i) Lender, (ii) any prior owner or holder of the Note, (iii) any Person who is or will have been involved in Section 2(bthe servicing of the Note, (iv) belowthe officers, Indemnitors hereby assume liability fordirectors, partners, agents, shareholders, employees and trustees of any of the foregoing, and agree to pay(v) the heirs, protectlegal representatives, defendsuccessors and assigns of each of the foregoing (together, indemnify and save all Indemnified Parties harmless the "Indemnitees") from and against all proceedings, claims, damages, losses, expenses, penalties and costs (whether initiated or sought by any Governmental Authority or private parties), including fees and all Costs which may be imposed uponout of pocket expenses of attorneys and expert witnesses, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertyinvestigatory fees, and remediation costs, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from: from any of the following: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material Any breach of any representation or warranty contained of Borrower in this Agreement; Article VI; (viiii) the enforcement Any failure by Borrower to perform any of its obligations under this Agreement; Article VI; (iii) The existence or (viii) assessment, investigation, containment, monitoring, remediation and/or removal alleged existence of any Prohibited Activity and all Condition; (iv) The presence or alleged presence of Hazardous Material from Materials in, on, around or under the Property Land, the Improvements or any surrounding areasproperty of Borrower that is adjacent to the Land, and costs incurred subject to comply with Environmental Laws in connection with the Property Section 6.2 above; or (v) The actual or alleged violation of any surrounding areasHazardous Materials Law. (b) Notwithstanding any provision hereof Counsel selected by Borrower to defend Indemnitees shall be subject to the contraryapproval of those Indemnitees. Notwithstanding anything contained herein, Indemnitors any Indemnitee may elect to defend any claim or legal or administrative proceeding at Borrower's expense if such Indemnitee has reason to believe that its interests are not being adequately represented or diverge from other interests being represented by such counsel. Nothing contained herein shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, prevent an Indemnitee from employing separate counsel in or under the Property after the earlier of (i) Lender or any receiver appointed such action at the request of Lender taking actual possession any time and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest participating in the applicable Borrower to the Mezzanine Lender or defense thereof at its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsown expense. (c) Indemnitors' Borrower shall not, without the prior written consent of those Indemnitees who are named as parties to a claim or legal or administrative proceeding (a "Claim") settle or compromise the Claim if the settlement (i) results in the entry of any judgment that does not include as an unconditional term the delivery by the claimant or plaintiff to Lender of a written release of those Indemnitees, satisfactory in form and substance to Lender; or (ii) may materially and adversely affect any Indemnitee, as determined by such Indemnitee in its sole discretion. (d) The liability of Borrower to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Borrower or any guarantor to receive notice of or consideration for any of the following: (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, by Lender or by operation of law, from performance of any obligation under any of the Loan Documents; (v) The release or substitution in whole or in part of any security for the Loan Obligations; or (vi) Lender's failure to properly perfect any lien or security interest given as security for the Loan Obligations. (e) Borrower shall, at its own cost and expense, do all of the 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; (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; and (iii) Reimburse Indemnitees for any and all expenses, including 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 in monitoring and participating in any legal or administrative proceeding. (f) In any circumstances in which the indemnity under this Article VI applies, Lender may employ its own legal counsel and consultants to prosecute, defend or negotiate any claim or legal or administrative proceeding and Lender, with the Indemnified Parties prior written consent of Borrower (which shall not be unreasonably withheld, delayed or conditioned) may settle or compromise any action 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 Land and/or the Improvements or any other security, pursued any rights against any guarantor, or pursued any other rights available under the Loan Documents or applicable law. If Borrower consists of more than one person or entity, the obligation of those persons or entities to indemnify the Indemnitees under this Article VI shall be 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 any release of record of the lien of the Mortgage. Notwithstanding anything in this Article VI to the contrary, the liability of Borrower hereunder shall include defense at both not extend to any Prohibited Activity and Condition arising solely after the trial and appellate levels and shall be with attorneysdate the Lender, consultants and experts selected by Indemnitor and subject to the reasonable approval or its duly authorized agents, take possession of the Indemnified PartiesLand and the Improvements pursuant to a receivership action, foreclosure or deed-in-lieu of foreclosure.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Affected Party and each Agent, defendtheir Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents (each, an “Indemnitee”), from and against any and all Costs which 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 imposed uponunenforceable 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any provision hereof claim against any 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

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) Except as provided in Section 2(bthe making of Alterations, or (b) below, Indemnitors hereby assume liability for, and agree injury to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, incurred by or asserted death of persons or awarded against any of the Indemnified Parties damage to property occurring or the Property, and arising resulting directly or indirectly from: (i) the violation use or alleged violation occupancy of, or the conduct of any Environmental Laws relating to or affecting business in, the Property, whether or not caused by or within the control of IndemnitorsPremises; (ii) damage to the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion Building Systems of the Property or any surrounding areas, regardless of whether or not Project caused by or within the control of IndemnitorsTenant; (iii) the use, generation, storage, handling, release, transport, or disposal by Tenant or any actual other Tenant Parties of any Hazardous Materials in or alleged personal injury about the Premises or property damage arising out any other portion of or related to Hazardous Material on the PropertyProject; (iv) any other occurrence or condition in or on the Premises; and (v) negligent acts or omissions that exacerbate an existing condition at of Tenant or any other Tenant Parties in or about any portion of the Property and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement Project. The foregoing indemnification shall not apply in all material respects; (vi) a material breach favor of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof particular Indemnitee to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in or under extent that a Claim was proximately caused by 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 (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 negligencenegligence of such Indemnitee. In addition that event, however, the indemnification under this Section 16.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, Landlord shall indemnify, defend, protect and hold Tenant harmless of and from third party Claims to the foregoingextent arising out of or in connection with any occurrence, Obligor shall have no liability pursuant to this Agreement accident or injury within the Common Areas caused by the negligence or willful misconduct of Landlord, including, but not limited to, Claims brought by or on behalf of employees of Landlord, with respect to costs relating which Landlord waives, for the benefit of Tenant, any immunity to Hazardous Material which is initially placed on, Landlord may be entitled under any worker’s compensation laws. The foregoing indemnification shall not apply in or under the Property after the transfer favor of the Mezzanine Borrowers' equity interest in the applicable Borrower Tenant to the Mezzanine Lender extent that a Claim was proximately caused by the willful misconduct or its designee by reason of, gross negligence of Tenant or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsany Tenant Party. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(bFrom and after the Closing, each party hereto (each of which is an “Indemnifying Party”) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, shall indemnify and save all hold harmless the other party and its Affiliates (each of which is an “Indemnified Parties harmless Party”) from and against any and all Costs which may be 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, upon or incurred by the Indemnified Party in connection with or asserted as a result of any breach of a representation, warranty or awarded against any covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Parties or the PropertyParty prior to Closing Date); provided, and arising directly or indirectly fromhowever, that: (i) no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the violation extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or alleged violation 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 Environmental Laws relating obligation under this Article to or affecting 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, whether (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or not caused by fraud or within the control of Indemnitors; (iiC) the actual operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or alleged presence, release or threat of release ofthe TRS Entities, or exposure to any Hazardous Material on, in, under or affecting all or any portion the ownership and operation of the Property or any surrounding areas, regardless of whether or not caused by or within for the control of Indemnitorsperiod from and after the Closing Date; (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas.and (b) Notwithstanding any provision hereof to 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 contraryGrantors for all Tax periods ending on or before the Closing Date, Indemnitors shall have no liability under this Agreement (B) with respect to Costs relating any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to Hazardous Material which is initially placed onthe portion of such Tax period that ends on and includes the Closing Date, in and (C) all Taxes of any Person imposed on the Optionees as a transferee or under successor, 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 Property after Closing Date or by agreements entered into or transactions entered into on or prior to the earlier Closing Date; provided, however, that for the avoidance of doubt: (i) Lender 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 receiver appointed at transaction that occurs on or after the request of Lender taking actual possession and control of the Property following an Event of Default, and Closing. (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors Neither Ashford Trust OP nor Ashford Trust TRS shall have no liability under this Agreement to either Optionee for any Indemnified Party Losses attributable to Taxes with respect to Costs (A) any Tax period beginning after the Closing Date, or (B) any portion of a straddle period (a Tax period which result from such Indemnified Party's willful misconduct or gross negligence. In addition includes but does not end on the Closing Date) that accrue to the foregoing, Obligor period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have no liability pursuant for any transfer Taxes related to the transactions contemplated by this Option Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer exercise of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee Purchase Option, which shall be paid by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsAshford Prime. (c) Indemnitors' obligation From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to defend jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Indemnified Parties hereunder shall include defense at both Closing Date under the trial and appellate levels and Existing Guarantees, which Existing Guarantees, if any, shall be with attorneys, consultants specifically identified to and experts selected acknowledged by Indemnitor Ashford Prime OP and subject to Ashford Prime at the reasonable approval time of the Indemnified PartiesClosing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) For the avoidance of doubt, Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. To the extent not expressly prohibited by law, Tenant (areferred herein, the “Indemnitor”) Except as provided in Section 2(b) belowagree to indemnify, Indemnitors hereby assume liability fordefend, and agree hold harmless Landlord and its agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively hereinafter referred to payas the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and 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 (BUT 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, 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, defend, indemnify and save all Indemnified Parties hold harmless Tenant from and against any and all Costs which may be imposed uponlosses, incurred by damages, judgments, claims, expenses, costs and liabilities based in whole or asserted in part on the negligence or awarded against willful misconduct of Landlord or any of the Indemnified Parties Landlord’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees arising out of or the Property, and arising directly or indirectly from: relating to (i) the violation use or alleged violation occupancy, or manner of use or occupancy, of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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, Common Areas and (ii) Lender completing a foreclosure any act of Landlord 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 foregoingof Landlord’s agents, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed onpartners, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest shareholders, members, officers, directors, beneficiaries and employees in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsPremises. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Affected Party and each Agent, defendtheir Affiliates and their respective officers, indemnify partners, directors, managers, trustees, employees and save all Indemnified Parties harmless agents (each, an “Indemnitee”), from and against any and all Costs which 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 otherwise payable by Company in respect of Taxes that are not an Indemnified Tax other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; 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 in the performance of such Indemnitee’s obligations hereunder. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be imposed uponunenforceable 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding any provision hereof to To the contraryextent permitted by applicable law, Indemnitors shall have no liability under this Agreement except with respect to Costs relating any third party claims, 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 Hazardous Material which direct or actual damages) (whether or not the claim therefor is initially placed onbased on contract, tort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except 2.1 Save as provided in Section 2(bclause 3, the Company hereby agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save keep indemnified and hold harmless the Director out of the assets of the Company against all Indemnified Parties harmless from claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and against any costs, expert witness fees and all Costs reasonable travel expenses incurred with the prior written consent of the Company) (“Liability” or “Liabilities”) which may be imposed uponmade against him or which he may suffer or incur as a consequence of, incurred by or asserted which relate to or awarded against any of the Indemnified Parties or the Propertyarise from, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyindirectly, whether or not caused by or within the control of Indemnitors; (ii) 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) any Liability reasonably suffered or incurred by the Director in disputing, defending, investigating or providing evidence in connection with any actual, threatened or alleged presenceclaims, release demands, investigations or threat proceedings (whether civil or criminal) (and for the purpose of release ofthis clause 2 alleged claims, demands, investigations or exposure proceedings shall include any allegations made formally or informally by reports in the press, public statement or other media) and any Liability reasonably incurred or suffered in relation to any Hazardous Material onreasonable settlement in respect of any actual, inthreatened or alleged claims, under demands, investigations or affecting all proceedings (whether civil or any portion criminal). 2.2 Without prejudice to the generality of the Property 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 any surrounding areasproceedings (whether civil, regardless of whether criminal or not caused by or within the control of Indemnitors; (iiiregulatory) 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property 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 surrounding areas. Associated Companies provided that the Director shall repay any amount so paid or advanced (b) Notwithstanding and discharge any provision hereof to the contrary, Indemnitors shall have no liability 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 (iiCompany incurred under any transaction in connection with the matters referred to above) 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Mezzanine Lender Director relief on the application on the date on which the conviction, judgment or its designee by reason of, or in lieu of, enforcement refusal of the Mezzanine Lender's rights under the Mezzanine Loan Documentsrelief (as applicable) becomes final. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowTo the extent permitted by the Constitution and laws of State of Texas, Indemnitors hereby assume liability for, and agree TIPS agrees to pay, protect, defend, indemnify and save all Indemnified Parties hold harmless and defend the Vendor, its member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, negligent or intentional acts on the part of TIPS, its officers, employees, agents, subcontractors, licensees, or invitees, except to the extent such claims are based in whole or in part upon the negligent or intentional acts or omissions of the Vendor or its member(s), officers, employees, or agents. To the extent permitted by the Constitution and laws of State of Texas, TIPS further agrees to indemnify and hold harmless and defend the Vendor, its member(s), officers and employees, from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or equipment lessee of TIPS, arising out of, or resulting from, TIPS’ negligent or intentional acts, except to the extent such claims are based in whole or in part upon the negligent acts or omissions of the Vendor, its 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 and all Costs which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 claims arising out of the performance or related to Hazardous Material on nonperformance of 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 respect 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 Costs relating to Hazardous Material which is initially placed on, 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 under the Property after the earlier of (i) Lender or any receiver appointed above will be considered for an award. Categories are established at the request discretion of Lender taking actual possession and control of TIPS. By signature hereon, the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which bidder hereby certifies that heƒshe is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest not currently delinquent in the applicable Borrower to payment of any franchise taxes owed the Mezzanine Lender or its designee by reason ofState of Texas under Chapter 171, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsTax Code. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(bFrom and after the Closing, each party hereto (each of which is an “Indemnifying Party”) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, shall indemnify and save all hold harmless the other party and its Affiliates (each of which is an “Indemnified Parties harmless Party”) from and against any and all Costs which may be 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, upon or incurred by the Indemnified Party in connection with or asserted as a result of any breach of a representation, warranty or awarded against any covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Parties or the PropertyParty prior to Closing Date); provided, and arising directly or indirectly fromhowever, that: (i) no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the violation extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or alleged violation 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 Environmental Laws relating obligation under this Article to or affecting 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, whether (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or not caused by fraud or within the control of Indemnitors; (iiC) the actual operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or alleged presence, release or threat of release ofthe TRS Entity, or exposure to any Hazardous Material on, in, under or affecting all or any portion the ownership and operation of the Property or any surrounding areas, regardless of whether or not caused by or within for the control of Indemnitorsperiod from and after the Closing Date; (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas.and (b) Notwithstanding any provision hereof to 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 contraryGrantors for all Tax periods ending on or before the Closing Date, Indemnitors shall have no liability under this Agreement (B) with respect to Costs relating any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to Hazardous Material which is initially placed onthe portion of such Tax period that ends on and includes the Closing Date, in and (C) all Taxes of any Person imposed on the Optionees as a transferee or under successor, 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 Property after Closing Date or by agreements entered into or transactions entered into on or prior to the earlier Closing Date; provided, however, that for the avoidance of doubt: (i) Lender 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 receiver appointed at transaction that occurs on or after the request of Lender taking actual possession and control of the Property following an Event of Default, and Closing. (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors Neither Ashford Trust OP nor Ashford Trust TRS shall have no liability under this Agreement to either Optionee for any Indemnified Party Losses attributable to Taxes with respect to Costs (A) any Tax period beginning after the Closing Date, or (B) any portion of a straddle period (a Tax period which result from such Indemnified Party's willful misconduct or gross negligence. In addition includes but does not end on the Closing Date) that accrue to the foregoing, Obligor period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have no liability pursuant for any transfer Taxes related to the transactions contemplated by this Option Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer exercise of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee Purchase Option, which shall be paid by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsAshford Prime. (c) Indemnitors' obligation From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to defend jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Indemnified Parties hereunder shall include defense at both Closing Date under the trial and appellate levels and Existing Guarantees, which Existing Guarantees, if any, shall be with attorneys, consultants specifically identified to and experts selected acknowledged by Indemnitor Ashford Prime OP and subject to Ashford Prime at the reasonable approval time of the Indemnified PartiesClosing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) For the avoidance of doubt, Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. (a) Except as provided in Section 2(b) belowThe Contractor shall indemnify, Indemnitors hereby assume liability fordefend and hold harmless the State and its officers, representatives, agents, servants, employees, successors and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless assigns from and against any and all Costs which may be imposed upon(1) Claims arising, incurred by directly or asserted indirectly, in connection with the Agreement, including the acts of commission or awarded against any omission (collectively, the "Acts") of the Indemnified Parties Contractor; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the PropertyAgreement. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and arising directly or indirectly from: (i) the violation or alleged violation hold harmless against Claims includes Claims concerning confidentiality of any Environmental Laws relating part of or all of the Bid or any Records, any intellectual property rights, other proprietary rights of any 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) The Contractor shall reimburse the State for any and all damages to the real or affecting personal property of the Property, whether or not State caused by or within the control Acts of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all Contractor or any portion Contractor Parties. The State shall give the Contractor reasonable notice of the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors; such Claims. (iiic) 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 The Contractor’s duties under this section shall remain fully in effect and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully binding in accordance with the terms and conditions of this Agreement the Agreement, without being lessened or compromised in all material respects; (vi) a material breach of any representation way, even where the Contractor is alleged or warranty contained is found to have merely contributed in this Agreement; (vii) part to the enforcement of this Agreement; Acts giving rise to the Claims and/or where the State is alleged or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from is found to have contributed to the Property or any surrounding areas, and costs incurred Acts giving rise to comply with Environmental Laws in connection with the Property or any surrounding areasClaims. (bd) Notwithstanding The Contractor shall carry and maintain at all times during the term of the Agreement, and during the time that any provision hereof provisions survive the term of the 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 contrary, Indemnitors shall have no liability under this Agreement with respect Agency prior 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 effective date of the Property following an Event Agreement. The Contractor shall not begin Performance until the delivery of Default, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title the policy 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsAgency. (ce) Indemnitors' obligation to defend The rights provided in this section for the Indemnified Parties hereunder benefit of the State shall include defense at both encompass the trial recovery of attorneys’ and appellate levels other professionals’ fees expended in pursuing a Claim against a third party. This section shall survive the Termination, Cancellation or Expiration of the Agreement, and shall not be with attorneys, consultants and experts selected limited by Indemnitor and subject to the reasonable approval reason of the Indemnified Partiesany insurance coverage.

Indemnity. (a) Except as provided in Section 2(b) below10.1.1. Licensee shall indemnify, Indemnitors hereby assume liability fordefend and hold harmless Licensors and their current or former directors, governing board members, trustees, officers, faculties, medical and professional staffs, employees, students, and agree to payagents and their respective successors, protectheirs and assigns (collectively, defend, indemnify and save all Indemnified Parties harmless the “Indemnitees”) 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 Costs which may be imposed other costs and expenses of litigation) (collectively, “Claims”), based upon, incurred arising out of, or otherwise relating to the practice of any right or license under this Agreement by or asserted on behalf of Licensee, any of its Affiliates, or awarded any 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 apply to any Claim that is determined with finality by 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 10, (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); (b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, and Licensee shall not be obligated to indemnify any 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 Indemnified Parties 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 Propertyforegoing, 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 arising directly then only to the extent that, such delay or indirectly from: 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 (ia) such settlement would include any admission of liability on the violation or alleged violation part of any Environmental Laws relating 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 affecting filed against any Indemnitee hereunder with respect to the Propertysubject of indemnity contained herein, whether or not caused by such actions are rightfully brought. Licensee shall, at its own expense, provide attorneys reasonably acceptable to HHMI to defend against any actions brought or within filed against any HHMI Indemnitee hereunder with respect to the control subject of Indemnitors; (ii) the actual or alleged presenceindemnity contained herein, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areassuch actions are rightfully brought. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not any or all of the transactions contemplated hereby assume liability forshall be consummated, and agree each Note Party agrees to pay, protect, defend, indemnify indemnify, pay and save all Indemnified Parties harmless hold harmless, the Administrative Agent and each Holder, their Affiliates and its and their respective officers, members, shareholders, partners, directors, trustees, 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 Costs which 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; provided, no Note Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities if such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, 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 asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Note Party shall assert, and each Note Party hereby waives, releases and agrees not to ▇▇▇ upon any provision hereof claim against any 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement this Agreement, any Note Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Note or the use of the Mezzanine Lender's rights under 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 Mezzanine Loan DocumentsOverall Net Income) that represent losses, claims, damages, etc. arising from any non-Tax claim. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowThe Company and the other Grantors jointly and severally agree to defend, Indemnitors hereby assume liability forindemnify, pay and hold harmless the Collateral Trustee, the First-Out Representative and their respective Affiliates and each and all of the directors, officers, partners, trustees, employees and agents, and agree to pay(in each case) their respective heirs, protectrepresentatives, defendsuccessors and assigns (each of the foregoing, indemnify and save all Indemnified Parties harmless an “Indemnitee”) from and against any and all Costs which may Indemnified Liabilities; provided that no Indemnitee will be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating entitled to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure indemnification hereunder with respect to any Hazardous Material on, in, under or affecting all or any portion Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of the Property or any surrounding areas, regardless a court 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 competent jurisdiction 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material have resulted from the Property gross negligence or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property willful misconduct of such Indemnitee (or any surrounding areasits Related Parties). (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability All amounts due 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 Section 7.10 will be payable within 30 days upon written demand (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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsincluding reasonable supporting documentation). (c) Indemnitors' obligation To the extent that the undertakings to defend defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Indemnified Parties hereunder shall include defense at both Company and the trial other Grantors will contribute the maximum portion that it is permitted to pay and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject satisfy under applicable law to the reasonable approval payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee, and no Indemnitee will ever assert any claim against any Grantor, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Priority Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Indemnified PartiesGrantors and each Indemnitee hereby forever waives, releases and agrees not to ▇▇▇ upon any claim 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. Each Grantor agrees to indemnify, pay and hold harmless the Beneficiary and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Collateral Agent and each of the other Secured Parties (acollectively, the “Indemnitees”) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs 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 uponon, incurred by by, or asserted or awarded against that Indemnitee, in any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws manner relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 this Agreement, the Financing Documents or related to Hazardous Material on any other document evidencing the Property; Obligations (iv) including, without limitation, any acts or omissions that exacerbate an existing condition at the Property and give rise to liability under misrepresentation by any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained Grantor in this Agreement; (vii) , the enforcement of this U.S. Intercreditor Agreement; or (viii) assessment, investigationthe Notes, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property other U.S. Security Document or any surrounding areasother document evidencing the Obligations) (the “Indemnified Liabilities”); provided, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contraryhowever, Indemnitors that no Grantor shall have no liability under this Agreement any obligation to an Indemnitee hereunder with respect to Costs relating Indemnified Liabilities if it has been determined by a final decision (after all appeals and the expiration of time to Hazardous Material appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Grantor shall contribute the maximum portion which it is initially placed on, in or permitted to pay and satisfy under applicable law to the Property after payment and satisfaction of all Indemnified Liabilities incurred by the earlier of (i) Lender Indemnitees or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthem. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowBorrower and Guarantor shall hold harmless, Indemnitors hereby assume liability for, defend and agree to pay, protect, defend, indemnify and 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 Parties or the Property, and arising directly or indirectly fromindemnify: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the PropertyLender, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 Indemnitorsomitted; (iii) any actual subsequent owner or alleged personal injury or property damage arising out holder of or related to Hazardous Material on any interest in the PropertyNote; (iv) the officers, directors, partners, agents, shareholders, employees and trustees of any acts or omissions that exacerbate an existing condition at of the Property foregoing; and give rise to liability under any Environmental Law; (viv) the failure heirs, legal representatives, successors and assigns of each of the foregoing (together, the “Indemnitees”) against all proceedings, claims, damages (excluding punitive, consequential, 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 Indemnitors to comply fully 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 terms and conditions of this Agreement in all material respects; following: (viA) a material Any breach of any representation or warranty contained of Borrower or any other Loan Party, as applicable, in this Article VI or the Environmental Indemnity Agreement; ; (viiB) Any failure by Borrower or any other Loan Party, as applicable, to perform any of their obligations under this Article VI or the enforcement of this Environmental Indemnity Agreement; ; (C) The existence or (viii) assessment, investigation, containment, monitoring, remediation and/or removal alleged existence of any Prohibited Activity and all Condition; (D) The presence or alleged presence of Hazardous Material from Materials in, on, around or under the Property Property, the Improvements or any surrounding areas, and costs incurred property of Borrower that is adjacent to comply the Property; or (E) Compliance with Environmental Laws in connection with the Property or actual or alleged violation of any surrounding areasHazardous Materials Law. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Counsel selected by Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine 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 Indemnitees shall be with attorneys, consultants and experts selected by Indemnitor and 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 Indemnified PartiesBorrower’s expense if such 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 expense 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, without the prior written consent of those Indemnitees who are named as parties to a claim or legal 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 such Indemnitee in its sole but reasonable discretion. (d) The liability of Borrower to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Borrower or any other Loan Party to receive notice of or consideration for any of the following: (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, by Lender or by operation of law, from performance of any obligation under any of the Loan Documents; and (v) The release or substitution in whole or in part of any security for the Loan Obligations. (e) Borrower shall, at its own cost and expense, do all of the 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, the obligation of those persons or entities to indemnify the Indemnitees under this Article VI shall be 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 any release of record of the lien of the Security Instrument.

Indemnity. (a) Except as otherwise expressly provided in Section 2(b) belowparagraph 7.07 hereof, Indemnitors Franchisee hereby assume liability for, and agree agrees to pay, protect, defenddefend and indemnify Franchisor, indemnify its direct or indirect parents, their subsidiaries, affiliates and save all Indemnified Parties designees and hold them harmless from and against any and all Costs which may be imposed upon, costs and expenses actually incurred by them or asserted for which they are liable, including attorneys’ fees, court costs, losses, liabilities, damages, claims and demands of every kind or awarded against any of the Indemnified Parties or the Propertynature, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating including those incurred pursuant to or affecting the Propertya settlement entered into in good faith, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property Franchised Business, including specifically without limitation any claim or controversy arising out of (a) any surrounding areas. Transfer by Franchisee referred to in paragraph 10.02 hereof, (b) acts or omissions of Franchisee that are not in strict compliance with this Agreement and the Operations 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 any provision hereof to the contraryforegoing, Indemnitors (x) Franchisee shall have no liability under this Agreement with respect obligation to Costs relating 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 Hazardous Material be willful, malicious or grossly negligent, and (y) in any proceeding in which is initially placed onFranchisor has been found to have been actively negligent (as opposed to passively negligent or vicariously liable), in or under the Property after the earlier Franchisor and Franchisee shall each bear all of such costs and expenses (i) Lender in proportion to any finding of comparative negligence made in such proceeding or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (ii) Lender completing if no such finding has been made, as shall be determined in a foreclosure or other sale communication and dispute resolution proceeding 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 foregoingArticle XII hereof, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer based on application of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentscomparative negligence standards. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowIn addition to the payment of expenses pursuant to SECTION 10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender, defendtheir Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents of each Agent and each Lender (each, an "INDEMNITEE"), from and against any and all Costs which 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 AGENT; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this SECTION 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Term Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided In the event that an Indemnitee becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person (including whether brought by a third party or any Credit Party or any of its affiliates) relating to or arising out of any Indemnified Liabilities and whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees that within thirty (30) days of demand therefor it will pay such Indemnitee for its actual and reasonable and documented out of pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) In addition to the payment of expenses pursuant to Section 2(b) below10.2 and any other provision of the Credit Documents, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, and agree each Credit Party agrees to pay, protect, defend, indemnify indemnify, pay and save all Indemnified Parties harmless hold harmless, each Indemnitee, from and against any and all Costs which may be imposed uponIndemnified Liabilities, incurred by or asserted or awarded against IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Credit Party shall have any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure obligation to any Hazardous Material onIndemnitee under this Section 10.3(b) with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (x) arise directly from the gross negligence or willful misconduct of such Indemnitee, inin each case as determined by a final non-appealable judgment of a court of competent jurisdiction, under or affecting all or (y) with respect to any portion of the Property or Lender only, result from a claim brought by 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 Credit Party against an existing condition at the Property and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any representation or warranty contained other Credit Document, if such Credit Party has obtained a final and non-appealable judgment in this Agreement; (vii) the enforcement its favor on such claim as determined by a court of this Agreement; competent jurisdiction or (viiiz) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating any Lender only, arise out of any investigation, litigation or proceeding that does not involve an act or omission by the Company or any of its Affiliates and arises solely from a dispute among Indemnitees (except when and to Hazardous Material which is initially placed onthe extent that one of the parties to such dispute was acting in its capacity as an agent, arranger, bookrunner, or other agent or similar capacity and, in such case, excepting only such party and its Affiliates). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Property after the earlier payment and satisfaction of (i) Lender all Indemnified Liabilities incurred by Indemnitees or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthem. (c) Indemnitors' obligation To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to defend direct or actual damages) (whether or not the Indemnified Parties hereunder shall include defense at both 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 referenced to herein or therein, the trial transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and appellate levels the Company hereby waives, releases and agrees not to sue upon any such claim or such damages whether or not accrued and whether or not known or suspected to exist in its favor. 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 attorneysthis Agreement or the other Credit Documents (including the Platform) or the transactions contemplated hereby or thereby, consultants and experts selected by Indemnitor and subject except to the reasonable approval extent such damages arise directly from gross negligence or willful misconduct of such Indemnitee, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction provided, however, that in no event shall any Indemnitee have any liability to any Person for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Each Credit Party also agrees that no Indemnitee will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result 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 Loan or the use of the Indemnified Partiesproceeds thereof, or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party 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 in performing its funding obligations under this Agreement; provided, however, that in no event will any such Lender or any Agent have any liability for any indirect, incidental, 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 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 referenced to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith. (e) Notwithstanding anything to the contrary in this Agreement or any Credit Document, this Section 10.3 shall not apply with respect to Taxes payable by a Lender other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) Except as provided in Section 2(b) belowBorrower hereby agrees to defend, Indemnitors hereby assume liability forindemnify, pay and hold Lender, and agree to paythe agents and affiliates of Lender (collectively, protect, defend, indemnify and save all Indemnified Parties the "Indemnitees") harmless from and against any and all Costs which 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 uponon, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or awarded against 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"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion them. The provisions 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 undertakings and indemnification set 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) Section 7 shall survive satisfaction and payment of the enforcement Borrower's Obligations and the termination of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. Pledgor agrees to indemnify, pay and hold harmless the --------- Secured Party and the officers, directors, employees, agents and Affiliates of the Secured Party (acollectively, the "Indemnitees") Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs 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 uponon, incurred by by, or asserted or awarded against that Indemnitee, in any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws manner relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of including, without limitation, any representation or warranty contained misrepresentation by Pledgor in this Agreement) (the "indemnified liabilities"); (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of provided that Pledgor shall not -------- have any and all Hazardous Material from the Property or any surrounding areas, and costs incurred obligation to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement an Indemnitee hereunder with respect to Costs relating indemnified liabilities if it has been determined by a final decision (after all appeals and the expiration of time to Hazardous Material appeal) of a court of competent jurisdiction that such indemnified liability arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Pledgor shall contribute the maximum portion which it is initially placed onpermitted to pay and satisfy under applicable law, in or under to the Property after payment and satisfaction of all indemnified liabilities incurred by the earlier of (i) Lender Indemnitees or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthem. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. Subject to Article 15 Tenant shall hold Landlord, its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) (adefined in Article 25) Except as provided in Section 2(band agents (including the manager of the Property) below(collectively, Indemnitors hereby assume liability for“Landlord Parties”) harmless from, and agree to pay, protect, defend, indemnify and save defend such parties against, all Indemnified Parties harmless from liabilities, obligations, damages, penalties, claims, actions, costs, charges and against any expenses, including reasonable attorneys’ fees and all Costs which other professional fees that may be imposed upon, incurred by or asserted or awarded 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 Indemnified Parties 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 arising directly or indirectly from: except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of (iA) $5,000,000, and (B) the violation or alleged violation aggregate amount of any Environmental Laws relating general/umbrella liability insurance actually carried by Tenant. Subject to or affecting the PropertyArticles 9.B, whether or not caused by or within the control of Indemnitors; 15 and 20, Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (iicollectively, “Tenant Parties”) the actual or alleged presenceharmless from, release or threat of release ofand indemnify and defend such parties against, or exposure to any 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 Claims that arise 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with any damage or injury occurring in or on the Property or any surrounding areas. (b) Notwithstanding any provision hereof excluding the Premises), except to the contraryextent caused by the gross negligence or willful misconduct of a Tenant Party, Indemnitors shall to the same extent the Tenant Parties would have no been covered had they been named as additional insureds on the commercial general liability insurance policy required to be carried by Landlord under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, Lease. The indemnity set forth 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title preceding sentence shall be limited 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer amount of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents$5,000,000. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except The Recipient will at all times indemnify, hold harmless and defend the Commonwealth, its officers and employees including members of the CRC Advisory Committee and any independent experts used by the CRC Advisory Committee (referred to in this clause 17 as provided in Section 2(b“those indemnified”) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs which may be imposed uponloss or liability, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: including: (i) loss of, or damage to, property of the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; Commonwealth; (ii) the actual claims by any person in respect of personal injury or alleged presence, release or threat death; (iii) claims by any person in respect of release loss of, or exposure damage to, any property; and (iv) costs and expenses including the costs of defending or settling any claim referred to any Hazardous Material onin clause 17(a)(ii) or clause 17(a)(iii), 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; as a consequence of: (v) use or disposal of Assets; (vi) an infringement, or an alleged infringement, of the failure Intellectual Property Rights of any person, which occurred by Indemnitors reason of an act done by the Commonwealth in relation to comply fully with any part of the terms and conditions 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 breach of this Agreement in all material respects; (vi) a material breach by the Recipient, or negligence on the part of any representation the Recipient, its Personnel or warranty contained in this Agreement; (vii) subcontractors or wrongful or unlawful act or omission on the enforcement part of this Agreement; the Recipient, its Personnel or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areassubcontractors. (b) Notwithstanding any provision hereof The Recipient’s liability to indemnify those indemnified under clause 17(a) will be reduced proportionally to the contrary, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in extent that any negligent act or under the Property after the earlier omission 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title those indemnified contributed 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsloss. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowService Providers shall jointly and severally indemnify, Indemnitors hereby assume liability fordefend and hold harmless Buyers, their Affiliates, officers, directors, employees, representatives and agree to payagents (collectively, protect“Buyer Affiliated Parties”), defend, indemnify and 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 Parties or the Property, and arising directly or indirectly Losses resulting from: (i) the violation negligence or alleged violation other tortious acts of any Environmental Laws relating to Service Provider, its employees, representatives or affecting the Property, whether or not caused by or within the control of Indemnitorsagents; (ii) the actual any misrepresentation or alleged presence, release or threat breach of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion of the Property covenants or other commitments of any surrounding areas, regardless of whether or not caused by or within the control of IndemnitorsService Provider in this Agreement; (iii) any actual misrepresentation in or alleged personal injury omission from any certificate or property damage arising out of document furnished or related to Hazardous Material on the Propertybe furnished to Buyers hereunder; (iv) any acts misstatement or omissions that exacerbate an existing condition at the Property breach of any representation or warranty under and give rise pursuant to liability under any Environmental Lawthis Agreement; (v) any Service Provider’s past, current or future operation of the Facility with respect to handling or disposal of wastes or other compliance with environmental, health 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, any Service Provider’s past, current or future obligations in respect of employment of its employees or any 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 by Indemnitors of the Service Provider to comply fully 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 7(a), Service Providers will not have any obligation to 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 liability to Buyers or any obligation to indemnify Buyers from and against any Indemnifiable Losses (i) to the extent arising out of or relating to defects in all material respects; the raw materials supplied or provided to Service Providers hereunder by Buyers, (viii) to the extent arising out of or relating to raw materials Buyers direct Service Providers to otherwise acquire, (iii) to the extent arising out of or relating to Services provided by a material breach Third Party Advisor, the services of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; whom were directed to be used by Buyers, or (viiiiv) assessmentto the extent arising out of or relating to changes made or actions taken by Buyers hereunder. (e) Buyers shall jointly and severally indemnify, investigationdefend and hold harmless Service Providers, containmenttheir Affiliates, monitoringofficers, remediation and/or removal of directors, employees, representatives and agents (the “Service Provider Affiliated Parties”) from and against any and all Hazardous Material Losses resulting from the Property negligence or other tortious acts of any surrounding areasBuyer, and costs incurred its employees, representatives or agents. The aggregate liability of Buyers (collectively) to comply with Environmental Laws in connection with indemnify the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability Service Provider Affiliated Parties 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 shall not exceed two million dollars (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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents$2,000,000). (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowfor liabilities to the extent caused by acts of Distributor which are outside the scope of its authority under this Agreement, Indemnitors hereby assume liability fora breach of this Agreement by Distributor, Distributor’s failure to comply with applicable laws, or the negligence or willful misconduct of Distributor, its employees, agents or contractors, TRANS1 will indemnify, defend and agree to pay, protect, defend, indemnify and save all Indemnified Parties hold harmless Distributor from and against any and all Costs which may be imposed uponliabilities, incurred by losses, suits, claims, damages and expenses (including attorneys’ fees and costs) to the extent based on claims arising out of or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: relating to (i) the violation manufacture, use, distribution, promotion or alleged violation sale of the Products, or (ii) the infringement of any Environmental Laws relating patent, copyright, trademark or other intellectual property rights of any third parties with respect to the Products or affecting Promotional Materials (except to the Property, whether or not extent caused by contributions made to the Promotional Materials by Distributor). Distributor will (i) notify TRANS1 promptly of any such actual or within the control of Indemnitorspotential claim; (ii) allow TRANS1 to control the actual defense of the claim; (iii) cooperate in the defense of such claim and (iv) not settle such claim without TRANS1’s consent. Distributor will indemnify, defend and hold harmless TRANS1 from and against any and all liabilities, losses, suits, claims, damages and expenses (including attorneys’ fees and costs) to the extent based on claims arising out of or alleged presencerelating to (i) acts of Distributor which are outside the scope of its authority under this Agreement, release (ii) a breach of this Agreement by Distributor, (iii) Distributor’s failure to comply with applicable laws, (iv) the negligence or threat willful misconduct of release ofDistributor, its employees, agents or exposure contractors, and (v) the infringement by TRANS1 of any patent, copyright, trademark or other intellectual property rights of any third parties with respect to any Hazardous Material on, in, under or affecting all or any portion of the Property Promotional Materials created by Distributor. TRANS1 will (i) notify Distributor promptly of any such actual or any surrounding areas, regardless potential claim; (ii) allow Distributor to control the defense of whether or not caused by or within the control of Indemnitorsclaim; (iii) any actual or alleged personal injury or property damage arising out cooperate in the defense of or related to Hazardous Material on the Property; such claim and (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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasnot settle such claim without Distributor’s consent. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) below4.1 To the fullest extent permitted by law, Indemnitors hereby assume liability forthe Licensee shall indemnify hold harmless and defend the Licensor, the Licensor's Agent and agree to paytheir respective owners, protectdirect and indirect partners, defendprincipals, indemnify officers, directors, shareholders, agents and save all Indemnified Parties harmless employees from and against any all claims, damages, losses and all Costs which may be imposed uponexpenses, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertyincluding attorney's fees, and arising directly or indirectly fromarising out or alleged to arise out of or resulting from this License or any use of the Licensed Space during the License Period, including but not limited to all claims, damages, losses or expenses which may be: (i) the violation attributable to bodily injury, sickness, disease or alleged violation of any Environmental Laws relating death, or to injury to or affecting destruction of tangible property, including the Propertyloss of use resulting therefrom, whether or not caused by or within the control of Indemnitors; and (ii) the actual which may be caused in whole or alleged presence, release in part by any fault or threat negligent act or omission of release ofLicensee, or exposure to any Hazardous Material onanyone for whose acts it may be liable, in, under or affecting all anyone acting for or any portion of the Property or any surrounding areason its behalf, regardless of whether or not it is caused in part by a party indemnified hereunder. 4.2 In addition to and not in limitation of Licensor or Licensor’s Agent other rights and remedies under this License Agreement, should Licensee fail within ten (10) days after written request from Licensor to indemnify and defend Licensor, the control of Indemnitors; (iii) Licensor’s Agent and its or their respective owners, direct or indirect partners, principals, officers, directors, shareholders, agents and employees specifically from and against any actual loss, damage, injury, liability or alleged personal injury or property damage claim arising out of Licensee’s use of the Licensed space as herein provided, then in any such case Licensor and/or Licensor’s Agent may, at its option, pay any such claim, loss, demand, injury, liability or related damages, or settle or discharge any action therefore or satisfy any judgment thereon, and all costs, expenses, and other sums incurred by Licensor or Licensor’s Agent in connection therewith (including but not limited to Hazardous Material on the Property; (ivattorneys’ fees) any acts or omissions that exacerbate an existing condition shall be paid to Licensor by Licensee upon written demand, together with interest thereon at the Property and give rise to liability under any Environmental Law; (v) the failure maximum contract rate permitted by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material law from the Property date incurred or any surrounding areaspaid until repaid, and costs incurred any default either in such initial failure to comply with Environmental Laws in connection with the Property pay or any surrounding areas. (b) Notwithstanding any provision hereof subsequent repayment to the contrary, Indemnitors Licensor or Licensor’s Agent shall have no liability at Licensor or Licensor’s Agent option constitute a breach 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsLicense Agreement. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender and the officers, defendpartners, indemnify directors, trustees, employees, agents, sub-agents and save all Indemnified Parties harmless Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnitee (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against each Lender, each Agent and each of their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, Collaborator will defend, indemnify and save all hold Wistar, the Principal Investigator, and any of Wistar’s trustees, officers, directors, affiliates, students and current and former employees (hereinafter referred to collectively as the “Indemnified Parties Persons”) harmless from and against any and all Costs which may be imposed uponliability, incurred by loss, damage, claim or asserted or awarded against any of expense (including attorney’s fees) (collectively the “Indemnified Parties or the Property, and arising directly or indirectly from: (iLosses”) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 in connection with the terms and conditions this Agreement, including without limitation, Indemnified Losses resulting from Collaborator’s breach of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areasuse or other disposition by Collaborator, and costs incurred to comply with Environmental Laws in connection with its employees, affiliates, contractors, vendors, licensees or agents of the Property results of the Collaborative Research, Research Results, or any surrounding areasInventions, Patents, materials or products derived therefrom. Collaborator agrees to pay promptly to the Indemnified Persons the amount of all Indemnified Losses to which the foregoing indemnity relates. The indemnification rights of the Indemnified Persons contained herein are in addition to all rights which the Indemnified Persons may have at law or in equity or otherwise. (ba) Notwithstanding Wistar shall notify Collaborator upon learning of the institution or threatened institution of any provision hereof such Indemnified Losses and at Collaborator’s request, Wistar shall cooperate with Collaborator in every proper way in the defense or settlement thereof at Collaborator's expense. Collaborator shall not dispose or settle any claim admitting liability on the part of Wistar, or grant any rights to the contraryWistar Background Intellectual Property, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed onConfidential Information of Wistar, 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity Wistar’s interest in the applicable Borrower to the Mezzanine Lender Research Results, Inventions or its designee by reason ofPatents, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentswithout Wistar’s prior written consent. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors The Warrantors hereby assume liability foragree to jointly and severally indemnify and hold harmless the Purchaser, and agree to paysuch Purchaser’s respective employees, protectAffiliates, defendAssociates, indemnify agents and save all assigns (collectively, the “Indemnified Parties harmless Parties” and each, an “Indemnified Party”), from and against any and all Costs which may be imposed upon, incurred Indemnifiable Losses suffered by or asserted or awarded against any of the Indemnified Parties or the PropertyParties, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyindirectly, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release as a result of, or exposure based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to any Hazardous Material on, in, under or affecting all this Agreement 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasother Transaction Documents. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement Any Indemnified Party seeking indemnification with respect to Costs relating any Indemnifiable Loss shall give written notice to Hazardous Material which is initially placed onthe 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 or under which case the Property after Warrantors shall be liable for the earlier of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control total aggregated amounts of the Property following an Event of Default, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title Indemnifiable Loss back to the Propertyfirst dollar and not for the excess amount only. Indemnitors 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 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsbe disregarded. (c) Indemnitors' obligation Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to defend the Purchaser (including all of its relevant Indemnified Parties hereunder shall include defense at both the trial and appellate levels and Parties) shall be with attorneys, consultants and experts selected by Indemnitor and subject limited to the reasonable approval amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price (the cash part only) paid by such Purchaser 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 other future business that the Group Companies may be engaged in (such fraud or criminal acts, “Disqualifying Event”). 39 Share Purchase Agreement (d) With respect to any Indemnifiable Loss suffered by the Purchaser as a result of the breach of any Group Company, the Principals 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 the Purchaser, within six (6) months after receiving a valid claim for indemnification raised by such Purchaser, the Principals shall, within one (1) month after the expiry of such six (6) months period, pay to such Purchaser by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Purchaser, any shortfall in respect of such claim not paid by the Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to the Purchaser (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 C2 Preferred Shares then held by such Purchaser, 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, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares then held by all the holders of the Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). (e) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified PartiesParty, defend in a diligent manner any actions or proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgment 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 proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby acknowledges that, regardless of any investigation or diligence made (or not made) by or on behalf of any Indemnified Party, the Purchaser has entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to the Purchaser provided in this Section 7.6 shall remain effective until the earlier of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to the Purchaser after the Company consummates the IPO.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, HGP and HGP LP jointly and severally agree to pay, protectindemnify, defend, indemnify protect and save all hold Prime Retail and Prime LP and each of the their respective officers, directors and affiliates (collectively, the "Indemnified Parties Parties") harmless from and against against, and to pay within ten (10) days after demand, any and all Costs claims, damages, losses, liabilities, judgments, costs and expenses of any kind or nature whatsoever which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties may incur or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee suffer by reason of, in connection with, or in lieu by virtue of any breach or violation of this Agreement by HGP or HGP LP or by reason of the execution, delivery or performance of, enforcement of this Agreement, the Mezzanine Lender's rights under Guaranty or any other credit enhancement relating to the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend , the First of America Loan Documents, or the LaSalle Loan Documents or the ULICO Loan Documents including, without limitation, the reasonable fees and expenses of counsel for the Indemnified Parties hereunder shall include defense at both with respect thereto. Promptly after receipt by the trial and appellate levels and shall be with attorneysIndemnified Parties of notice of the commencement, consultants and experts selected by Indemnitor and or threatened commencement, of any action subject to the reasonable approval indemnities contained in this Section, the Indemnified Parties shall promptly notify HGP thereof, provided, however, that the failure of any Indemnified Party so to notify HGP will not affect the obligation of HGP and HGP LP to indemnify the Indemnified Parties with respect to such actions or any other action pursuant to this Section except to the extent such obligation shall have been incurred solely and as a direct consequence of such failure. The obligations of HGP and HGP LP under this Section shall survive forever, regardless of the Indemnified Partiestermination of this Agreement or the payment in full of all of HGP and HGP LP's obligations hereunder. To the extent that the undertaking to indemnify, defend, protect and hold harmless set forth herein may be unenforceable as violative of any law or public policy, HGP and HGP LP agree to pay the maximum portion which is permitted to be paid under applicable law. Any amounts unpaid following demand pursuant to this Section shall accrue interest at a rate of 12% per annum. Notwithstanding the foregoing, in the event the Chief Financial Officer of HGP shall deliver a written notice (the "Deferral Notice") to Prime LP affirming that neither HGP nor HGP LP have the liquidity or financial resources to satisfy any demand for indemnity arising pursuant to this Section 7.1 on or prior to September 15, 1998, the obligation to satisfy such demand shall be deferred to a date not later than December 31, 1998; provided that any obligation or obligations so deferred shell continue to accrue interest at the rate indicated above.

Indemnity. (a) Except as provided in Section 2(b) belowTo the furthest extent permitted by California law, Indemnitors hereby assume liability for, and agree to payConstruction Manager shall indemnify, protect, defend, indemnify and save all hold free and harmless the Indemnified Parties harmless from and against any and all Costs which may Claim(s), to the extent that the Claim(s) arises out of, pertains to, or relates to the 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 not be imposed upon, incurred by subject to liability under this Article for Claims that result from the active or asserted sole negligence or awarded against any willful misconduct of the Indemnified Parties or for Claims that result from defects in design furnished by the PropertyIndemnified Parties. Construction Manager shall defend and pay all costs, expenses and arising fees to defend 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 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 from: (i) arising out of, connected with, or resulting from the violation performance of the Services, the Project, or alleged violation 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 Environmental Laws relating to or affecting the Property, whether or not caused settlement paid by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 Judicial Council arising out of or related to Hazardous Material on any Claim. Construction Manager must reimburse 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of Indemnified Parties for any and all Hazardous Material from the Property or any surrounding areaslegal expenses and costs, including attorneys’ fees, expert witness fees and costs consultant fees, incurred to comply with Environmental Laws by each of them in connection with therewith or in enforcing the Property or any surrounding areas. (b) Notwithstanding any provision hereof indemnity herein provided to the contraryextent caused by this agreement to indemnify. Construction Manager’s obligation to indemnify is not restricted to insurance proceeds, Indemnitors shall have no liability under this Agreement with respect if any, received by the Indemnified Parties. The Judicial Council has the right to Costs relating accept or reject any legal representation that Construction Manager proposes to Hazardous Material which is initially placed on, in or under defend 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the PropertyIndemnified Parties. 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' Construction Manager’s obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval triggered immediately upon any of the Indemnified PartiesParties 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 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 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 persons or property as a result of the use, misuse or failure of any equipment used by Construction Manager, or by its employees, even if the equipment was furnished or loaned to Construction Manager by Judicial Council. The Construction Manager hereby waives any and all claim(s) for recovery from the Judicial Council under this Agreement, which loss or damage is covered, whether paid or unpaid, by 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, or expenses incurred, by Construction Manager’s insurance company on behalf of the Judicial Council. Neither the Judicial Council, nor any 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 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 unlawfully discriminate against any 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 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 Fair Employment and Housing Act, California Government Code section 12900 et seq., and the applicable regulations promulgated under California Code of Regulations, title 2, section 11000 et seq. The applicable regulations of the Fair Employment and Housing Council implementing California Government Code section 12900 et seq., set forth in chapter 5 of division 4.1 of title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part of it as if set forth in full. The Construction Manager shall comply with applicable provisions of the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. section 12101 et seq.), which prohibits discrimination on the basis of disability, as well as with all applicable regulations and guidelines issued pursuant to the ADA. Construction Manager must include the nondiscrimination/no harassment and compliance provisions of this clause in any and all 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 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 those meetings is to assist, promote or deter union organizing, unless the Judicial 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 reimbursement from Judicial Council funds has been sought for these costs, and that Construction Manager must provide those records to the Attorney General upon request.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors The Warrantors hereby assume liability foragree to jointly and severally indemnify and hold harmless the Series B1 Investor, and agree to paythe Series B1 Investor’s respective employees, protectAffiliates, defendAssociates, indemnify agents and save all assigns (collectively, the “Indemnified Parties harmless Parties” and each, an “Indemnified Party”), from and against any and all Costs which may be imposed upon, incurred Indemnifiable Losses suffered by or asserted or awarded against any of the Indemnified Parties or the PropertyParties, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Propertyindirectly, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release as a result of, or exposure based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to any Hazardous Material on, in, under or affecting all this Agreement 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasother Transaction Documents. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement Any Indemnified Party seeking indemnification with respect to Costs relating any Indemnifiable Loss shall give written notice to Hazardous Material which is initially placed onthe 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 or under which case the Property after Warrantors shall be liable for the earlier of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control total aggregated amounts of the Property following an Event of Default, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title Indemnifiable Loss back to the Propertyfirst dollar and not for the excess amount only. Indemnitors 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 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsbe disregarded. (c) Indemnitors' obligation Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to defend the Series B1 Investor (including all of its relevant Indemnified Parties hereunder shall include defense at both the trial and appellate levels and Parties) shall be with attorneys, consultants and experts selected by Indemnitor and subject limited to the reasonable approval amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price paid by the Series B1 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 other future business that the Group Companies may be engaged in (such fraud or criminal acts, “Disqualifying Event”). 42 Share Purchase Agreement (d) With respect to any Indemnifiable Loss suffered by the Series B1 Investor as a result of the breach of any Group Company, the Principals 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 the Series B1 Investor, within three (3) months after receiving a valid claim for indemnification raised by the Series B1 Investor, the Principals shall, within one (1) month after the expiry of such three (3) months period, pay to the Series B1 Investor by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by the Series B1 Investor, any shortfall in respect of such claim not paid by the Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to the Series B1 Investor (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 B1 Preferred Shares then held by the Series B1 Investor, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, and Series B1 Preferred Shares then held by all the holders of the Series A Preferred Shares, Series A1 Preferred Shares and Series B1 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 third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified PartiesParty, defend in a diligent manner any actions or 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 proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby acknowledges that, regardless of any investigation or diligence made (or not made) by or on behalf of any Indemnified Party, the Series B1 Investor has entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. (h) The indemnity obligations of the Warrantors: (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 Closing; and (2) the expiration of the lock-up period applicable to the Series B1 Investor after the Company consummates the IPO and when the Series B1 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction. (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 Closing, (2) the expiration of the lock-up period applicable to the Series B1 Investor after the Company consummates the IPO and when the Series B1 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) Except as provided Each Party and, in Section 2(bthe case of Sidewalk Labs, its controlled affiliates (the “Indemnifier”) below, Indemnitors hereby assume liability for, and agree to payshall defend, protect, defendindemnify, indemnify and save all hold harmless the other Parties, including its agents, officers, directors, employees and shareholders (collectively, the “Indemnified Parties Parties”) harmless against and from and against any and all Costs which may be imposed uponinjuries, incurred by or asserted or awarded against any of the Indemnified Parties or the Propertycosts, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable lawyers’ fees in connection therewith) (collectively, “Claims”) arising directly out of or indirectly fromrelating to any and all third-party Claims in connection with: (i) any intentional misconduct or negligence of the violation Indemnifier or alleged violation of any Environmental Laws relating to Person for whom it is at law responsible, or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) any breach or default in the actual or alleged presence, release or threat performance of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion of the Property or Indemnifier’s obligations hereunder, including failure to pay 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 amounts properly due and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasowing hereunder. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor the indemnity set out in Section 14.04(a) shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed onnot apply where any Claims arise as a result of the willful misconduct, in negligent act or omission or the illegal actions of the Indemnified Party and any Claims for indemnification under the Property after the transfer of the Mezzanine Borrowers' equity interest indemnity set out in the applicable Borrower this Section 14.04 shall be subject to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement other terms and conditions of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthis Section 14.04. (c) Indemnitors' obligation This indemnity shall survive termination or expiration of this Agreement to defend the extent relating to Claims arising out of, or relating to events that occurred prior to such termination or expiration. (d) The Indemnified Party shall give prompt written notice to the Indemnifier of any matter that such Indemnified Party determines may give rise to a right of indemnification hereunder including, in the case of a third-party claim, a copy of such claim and, if otherwise, a summary of the relevant facts (the “Notice of Claim”). (e) Following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall be entitled to make such investigation of the claim, loss or costs as the Indemnifier considers necessary or desirable at its sole cost and expense. For the purpose of such investigation, the Indemnified Parties hereunder Party shall include defense at make available to the Indemnifier all information relied upon by the Indemnified Party to substantiate the claim and the Indemnifier shall be entitled to conduct such tests and investigations as it considers necessary or desirable with respect to such claim. (f) Within thirty days following receipt by the Indemnifier of a Notice of Claim (or such later time as may be agreed to by both the trial Indemnifier and appellate levels and shall be with attorneysthe Indemnified Party), consultants and experts selected by Indemnitor and subject to the reasonable approval Indemnifier may (in the name of the Indemnified PartiesParty) elect to assume control of and proceed in a diligent manner with the investigation, defense or settlement of the matter or claim in question including, choice of counsel (in which case the Indemnified Party shall not be entitled to be indemnified for the costs of any additional counsel) and other advisors or may require the Indemnified Party to do so on such terms as the Indemnifier deems fit in its sole discretion and at its sole cost and expense. Should the Indemnifier elect to assume control of the matter or claim, then the Indemnifier shall be precluded from denying that such matter or claim is subject to indemnification under this Section 14.04. (g) The Indemnifier shall, at its discretion, following consultation with the Indemnified Party do such acts and things, conduct such negotiation, take or defend such proceedings and make such settlement as it deems advisable with respect to such claim. (h) The Indemnified Party shall not settle or compromise any third-party claim or admit liability in respect thereof or disclose the existence of the indemnity in this Section 14.04, other than as may be required in defence of a court action in respect of matters arising out of or relating to this Agreement, except with the prior written consent of the Indemnifier. (i) The Indemnified Party and the Indemnifier shall cooperate with the other fully in respect of any claim, including providing each other on an ongoing basis with all information that may be relevant to the other's liability hereunder and supplying copies of all relevant documentation promptly as it becomes available and each shall make available such witnesses as are under its control. (j) Upon receipt by the Indemnified Party of any payment pursuant to the indemnity in this Section 14.04 or upon the determination of any third-party claims subject hereto, the Indemnifier shall be subrogated to all the rights of the Indemnified Party in respect of such third party claim or the matter resulting in such payment. Any payment to an Indemnified Party under this Section 14.04 shall be made, where practically possible, net of any income tax savings and insurance proceeds.

Indemnity. Parent hereby agrees to indemnify, defend and hold harmless the Sponsor, its Affiliates and its and their respective directors, officers, owners, managers, members, employees, controlling persons, agents, representatives, contractors, subcontractors, successors and assigns (acollectively, “Sponsor Indemnified Persons”) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs losses, claims, damages, demands, deficiencies, awards, penalties, obligations, liabilities, actions, judgments, settlements, suits, disbursements, fees, costs and reasonable documented out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) (excluding any amount which may be imposed upon, such Party actually receives under any insurance policy which provides such coverage for the liability in question) (“Losses”) incurred by or asserted or awarded against any of the Sponsor Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 Person arising out of or related relating to Hazardous Material on the Property; (iv) Services or this Agreement, REGARDLESS OF WHETHER SUCH LOSSES ARE THE RESULT OF OR CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY OF SPONSOR INDEMNIFIED PERSONS, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR THE INTENTIONAL OR WILLFUL MISCONDUCT OF ANY OF SPONSOR INDEMNIFIED PERSONS. Notwithstanding the foregoing, any acts or omissions that exacerbate an existing condition at Sponsor Indemnified Person entitled to receive indemnification under this Article V shall act in good faith and use its commercially reasonable efforts to mitigate the Property and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a material breach amount of any representation Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the amount of any Losses hereunder. If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or warranty contained otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, or expenses incurred in this Agreement; connection therewith, will promptly be repaid by the Sponsor Indemnified Persons to Parent. The Sponsor agrees to indemnify, defend and hold harmless Parent, its Affiliates and its and their respective directors, officers, owners, managers, members, employees, controlling persons, agents, representatives, contractors, subcontractors, successors and assigns (viicollectively, “Parent Indemnified Persons”) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of from and against any and all Hazardous Material from Losses incurred by any Parent that are (i) caused by the Property gross negligence or the intentional or willful misconduct of any surrounding areasService Employee or other Sponsor Indemnified Person in the performance of (or failure to perform) the Services pursuant to this Agreement. For the avoidance of doubt, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors Sponsor shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, except in the event of gross negligence or under the Property after intentional or willful misconduct of any Service Employee or other Sponsor Indemnified Person in the earlier performance of (ior failure to perform) Lender or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability Services pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and then only subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, any Parent Indemnified Person entitled to receive indemnification under this Article V shall act in good faith and use its commercially reasonable approval efforts to mitigate the amount of any Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the amount of any Losses hereunder. If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, or expenses incurred in connection therewith, will promptly be repaid by the Parent Indemnified PartiesPersons to the Sponsor.

Indemnity. (a) Except as provided in Section 2(b) belowThe Company shall, Indemnitors hereby assume liability for, subject and agree pursuant to pay, protect, defendthe 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 save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, expenses incurred by him arising from or asserted as a result of any act (or awarded against any omission) carried out by him as an Office Holder of the Indemnified Parties or Company and which is indemnifiable pursuant to the PropertyCompanies Law, to the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and arising directly or indirectly from: (i) may also undertake to indemnify an Office Holder in advance, provided that, to the violation or alleged violation extent required under applicable law, such undertaking is limited to types of any Environmental Laws relating to or affecting occurrences which, in the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion opinion of the Property or any surrounding areasBoard of Directors are, 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 time of the undertaking, foreseeable and give rise to liability under any Environmental Law; (v) an amount of the failure by Indemnitors to comply fully with Board of Directors has determined is reasonable in the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areascircumstances. (b) Notwithstanding any provision hereof The Company shall, subject and pursuant to the contrary, Indemnitors shall have no liability 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 provisions of the Property following 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 Event Office Holder of Default, the Company and (ii) Lender completing a foreclosure or other sale for which the Company may insure Office Holders pursuant to which Lender takes title the Companies Law, 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee maximum extent permitted by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentslaw. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneysThe Company may, consultants and experts selected by Indemnitor and subject to the reasonable approval provisions of the Indemnified PartiesCompanies 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, exempt 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 liability as aforesaid to the maximum extent permitted by law with respect to any such breach, 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 among Negevtech Ltd. (the “Company”), the Founders (as defined in the SRA), the Prior Investors (as defined in the SRA), the New Investors (as defined in the SRA) and Wellington Partners Ventures III Technology Fund, L.P. (“Wellington”).

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender, defendtheir respective Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which 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; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent not prohibited by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender, defendtheir Affiliates and their respective officers, indemnify partners, directors, trustees, employees and save all Indemnified Parties harmless agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which 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; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof claim against 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement 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 Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and 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. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Loan Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent and Lender and the officers, defendpartners, indemnify directors, trustees, employees, agents, advisors and save all Indemnified Parties harmless Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities; provided that, no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final, nonappealable judgment of a court of competent jurisdiction 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 imposed uponunenforceable in whole or in part because they are violative of any law or public policy, 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 asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: (ithem. Amounts owing under this Section 9.3(a) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasshall be paid promptly following demand. (b) Notwithstanding To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any provision hereof claim against 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 contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing arising out of, as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the Mezzanine Lender's proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower and each other Loan Party hereby waives, releases and agrees not to ▇▇▇ 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 the Mezzanine Loan Documentsor related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. (c) Indemnitors' 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 defend disclose such interests and transactions to the Indemnified Parties hereunder 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 include defense at both have liability (whether direct or indirect) to the trial and appellate levels and 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 attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval of the Indemnified PartiesLoan Documents.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors 2.1 Licensee hereby assume liability for, assumes risk of and agree agrees to pay, protectindemnify, defend, indemnify protect and save all Indemnified Parties CSXT and CSXT’s Affiliates harmless from and against with respect to any and all Costs which may be imposed uponattorneys' fees, incurred by liability, claims, demands, payments, suits, actions, recoveries, penalties, costs, legal expenses, judgments, settlements, and damages of every nature, degree, and kind (including direct, indirect, consequential, incidental, and punitive damages) for: 2.1.1 personal injury, including, but not limited to bodily injury to or asserted death of any person or awarded persons whomsoever, including the agents, servants, Affiliates or employees of the parties; 2.1.2 the loss or damage to any 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 the Indemnified Parties its Affiliates; and 2.1.4 any and all other losses or the Property, and damages; arising directly or indirectly from: (i) from the violation presence of Licensee or alleged violation of any Environmental Laws relating to its Agents on or affecting about the Property, whether or not caused by attributable in whole or within part to the control of Indemnitors; (ii) the actual or alleged presencenegligence, release or threat of release ofgross negligence, or exposure to any Hazardous Material on, in, under intentional misconduct of CSXT 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of its Affiliates. 2.2 The parties waive any and all Hazardous Material from right or opportunity to contest the Property enforceability of this Section and agree that, in the event this Section, or any surrounding areaspart of this Section, and costs incurred is found unenforceable by the final, unappealable judgment of a court of competent jurisdiction, this Section shall be construed so as to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof be enforceable to the contrary, Indemnitors shall have no liability 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 (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 negligencemaximum extent permitted by applicable law. In addition to the foregoing, Obligor shall have no liability pursuant event that such court of competent jurisdiction finds that Florida statutory construction contract indemnity monetary limits apply to this Agreement with respect to costs relating Licensee’s indemnification of CSXT and its Affiliates for liability caused in whole or in part by any act, omission or default by CSXT or its Affiliates, the parties hereto agree that such limit shall be equal to Hazardous Material which is initially placed onthe 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 indemnify, defend, and hold CSXT and its Affiliates harmless with respect to any fines, 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 the Property after the transfer common control of the Mezzanine Borrowers' equity interest a party or its respective officers, directors, employees and agents, and in the applicable Borrower to the Mezzanine Lender or its designee by reason ofcase of CSXT, or in lieu ofincludes CSX Corporation, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsCSXT and their Affiliates and their respective officers, directors, employees and agents. (c) Indemnitors' obligation to defend 2.2.3 The provisions of this Section shall survive the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval termination or expiration of the Indemnified Partiesthis Agreement.

Indemnity. (ai) Except as provided in Section 2(bEach Warrantor (each, an “Indemnitor”) below, Indemnitors hereby assume liability foragrees to jointly and severally indemnify and hold harmless each of the Investors, and agree to payeach of the Investors’ directors, protectemployees, defendAffiliates, indemnify agents, permitted assigns and save all Indemnified Parties harmless transferees (each, an “Indemnitee”), from and against any and all Costs which may be imposed uponIndemnifiable Losses directly or indirectly incurred or suffered by such Indemnitee as a result of, incurred by or asserted based upon or awarded against arising from any inaccuracy in or breach or nonperformance of any of the Indemnified Parties representations, warranties, covenants or agreements by a Warrantor in this Agreement, any other Transaction Document or any certificate delivered pursuant to this Agreement (including the Propertyclosing certificate delivered pursuant to Section 5.8); provided, and arising directly that the Warrantors shall have a thirty (30) day period to cure any such inaccuracy or indirectly from: (i) the violation breach or alleged violation nonperformance upon their receipt of a notice of such inaccuracy or breach or nonperformance from any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; Indemnitee. (ii) Without limiting the actual generality of the foregoing, each of the Warrantors shall, jointly and severally, indemnify and hold harmless each Indemnitee from and against any and all Indemnifiable Losses incurred or alleged presencesuffered by such Indemnitee, release directly or threat of release indirectly, as a result of, or exposure based upon or arising from (a) any Action in connection with any failure to pay social insurance contribution or housing funds by any 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 IndemnitorsGroup Company; (iiib) any actual dispute 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws infringement claim in connection with the Property ownership or use of any surrounding areas. (b) Notwithstanding any provision hereof to the contraryCompany IP, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which provided that such dispute or infringement claim 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 (ii) Lender completing caused by 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 Warrantor’s willful misconduct or gross negligence. In addition ; 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 foregoing, Obligor Disclosure Schedule or otherwise) and shall apply regardless of whether the Warrantors or Investors have no liability pursuant to this Agreement any actual or constructive knowledge with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthereto. (ciii) Indemnitors' obligation 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 defend each Indemnitee shall not exceed the Indemnified Parties hereunder 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 include defense at both not have liability to any Indemnitee unless the trial and appellate levels and aggregate amount of Indemnifiable Losses incurred by such Indemnitee exceeds US$100,000, and, in such event, such Indemnitor shall be with attorneysrequired 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 knowledge that such Indemnitee may have acquired, consultants or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by such Indemnitee. The Warrantors hereby acknowledge that, regardless of any investigation or diligence made (or not made) by or on behalf of each Investor, and experts selected by Indemnitor and subject to the reasonable approval regardless of the Indemnified Partiesresults of any such investigation or diligence, each Investor has entered into this Agreement and the other Transaction Documents in express reliance upon the representations and warranties of the Warrantors made herein and therein.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2 (Expenses), Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent, defendeach Issuing Bank and Lender and each of their and their Affiliates’ respective officers, indemnify partners, members, directors, trustees, advisors, employees, attorneys, agents, sub-agents, affiliates, administrators, managers, representatives and save all Indemnified Parties harmless controlling Persons (each, an “Indemnitee”), from and against any and all Costs which Indemnified Liabilities; provided that Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from such Indemnitee’s gross negligence or willful misconduct, or material breach of such Indemnitee’s express obligations hereunder, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be imposed uponunenforceable in whole or in part because they are violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted or awarded against any of them. If for any reason the foregoing indemnification is unavailable to any Indemnitee, or insufficient to hold it harmless, then Borrower will contribute to the amount paid or payable by such Indemnitee, as applicable, as a result of such Indemnified Parties or Liability in such proportion as is appropriate to reflect the Property, and arising directly or indirectly from: relative economic interests of (i) Borrower and its Affiliates, shareholders, partners, members or other equity holders on the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; one hand and (ii) such Indemnitee on the actual other hand with respect to the transactions under the Financing Documents, as well as the relative fault of (x) Borrower and its Affiliates, shareholders, partners, members or alleged presenceother equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, release or threat indemnity and contribution obligations of release of, or exposure Borrower under this Section 9.3 will be in addition to any Hazardous Material onliability which Borrower may otherwise have, inand will be binding upon and inure to the benefit of any successors, under assigns, heirs and personal representatives of Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, Borrower shall not be required to indemnify any indemnified party for losses, claims, damages or affecting all liabilities arising solely out of disputes as between the indemnified parties that are not based on any act or omission of Borrower or any portion of the Property its subsidiaries or affiliates, excluding any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors; (iii) disputes against 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 the terms and conditions of this Agreement Agent acting in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areassuch capacity. (b) Notwithstanding To the extent permitted by applicable law, Borrower shall not assert, and Borrower hereby waives, any provision hereof claim against each Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu any way related to, this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and 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. Other than with respect the obligations of Borrower pursuant to Section 9.3(a), to the extent permitted by applicable law, no Lender, Issuing Bank or Agent shall assert, and each Lender, Issuing Bank and Agent hereby waives, any claim against Borrower and its Affiliates, officers, partners, members, directors, trustees, advisors employees, attorneys, agents, sub-agents or controlling Persons, on any theory of liability, for special, indirect, consequential, exemplary 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, enforcement in connection with, as a result of, or in any way related to, this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the Mezzanine proceeds thereof or any act or omission or event occurring in connection therewith, and no Lender's rights under the Mezzanine Loan Documents, Issuing Bank and Agent hereby waives, releases and 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. (c) Indemnitors' Borrower also agrees that no Indemnitee will have any liability, based on its or their exclusive or contributory negligence or otherwise, to Borrower (or its Affiliates) or any Person asserting claims on behalf of or in right of Borrower (or their respective Affiliates) or any other Person in connection with or as a result of this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by 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 from the gross negligence or willful misconduct of, or material breach of its express obligations under the Financing Documents by, such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Indemnitee have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s activities related to this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. Notwithstanding the foregoing, Borrower shall not be required to indemnify any Indemnitee for any Indemnified Liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or omission of Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (d) Promptly after receipt by any Lender, Issuing Bank or Agent of notice of its involvement in any action, proceeding or investigation, such Lender, Issuing Bank or Agent will, if a claim for indemnification in respect thereof is to be made against Borrower under this Section 9.3, notify Borrower in writing of such involvement. Failure by any Lender, Issuing Bank or Agent to so notify Borrower will not relieve Borrower from the obligation to defend indemnify the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject Indemnitees under this Section 9.3 except to the reasonable approval extent that Borrower suffers actual prejudice as a result of the such failure, and will not relieve Borrower from its obligation to provide reimbursement and contribution to such Lenders, Issuing Banks or Agents. This Section 9.3 shall not apply with respect to Taxes other than any Taxes that represent Indemnified PartiesLiabilities arising from any non-Tax claim.

Indemnity. (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to payTenant shall indemnify, protect, defenddefend (by counsel reasonably acceptable to Landlord) and hold harmless Landlord and its partners, indemnify directors, officers, employees, shareholders, lenders, agents, contractors and save all Indemnified Parties harmless each of their successors and assigns (collectively, "Landlord Indemnities") from and against any and all Costs which may be imposed uponclaims, incurred by or asserted or awarded against any judgments, causes of the Indemnified Parties or the Propertyaction, damages, penalties, costs, liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon (collectively, "Claims"), arising at any time during or after the Term as a result (directly or indirectly from: indirectly) of or in connection with (i) any default in the violation or alleged violation performance of any Environmental Laws relating obligation on Tenant's part to be performed under the terms of this Lease, or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) Tenant's use of the actual Premises, the conduct of Tenant's business or alleged presenceany activity, release work or threat things done, permitted or suffered by Tenant in or about the Premises, the Building, the Common Area or other portions of release ofthe Project, except for claims caused solely by Landlord's gross negligence or exposure willful misconduct (such excluded Claims shall be referred to herein as "Landlord Caused Claims"), but specifically including Landlord's negligence (other than gross negligence). The obligations of Tenant under this Section 8.4 shall survive the termination of this Lease with respect to any Hazardous Material onclaims or liability arising prior to such termination. Landlord hereby agrees to protect, indefend and indemnify and hold harmless Tenant and Tenant's partners, under or affecting all or officers, directors, shareholders, agents and employees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Parties harmless from any portion of such Landlord Caused Claims, but only to the Property or any surrounding areasextent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, regardless of whether or and are not caused covered by or within Tenant's insurance maintained pursuant to this Section 8 (and would not have been covered by such insurance had Tenant obtained the control of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out of or related same as required in this Section 8). Notwithstanding anything 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contrary contained in this Agreement; Lease, including the indemnities set forth in this Section 8.4, nothing in this Lease (vii) including this Section 8) shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the enforcement other from, all liability for consequential damages, including, without limitation, in the case of this Agreement; Tenant, any claim relating to any interruption of or (viii) assessmentinterference with the conduct of Tenant's business. If any action or proceeding is brought against the indemnified party for any Claim against which the indemnifying party is obligated to indemnify the indemnified party hereunder, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material the indemnifying party upon notice from the Property indemnified party shall defend such action or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with proceeding at the Property or any surrounding areas. (b) Notwithstanding any provision hereof indemnifying party's sole expense by counsel reasonably acceptable to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsindemnified party. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below10.2, Indemnitors whether or not the transactions contemplated hereby assume liability forshall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent (and each sub-agent thereof), defendeach Arranger and each Lender and each of their respective Related Parties (each, indemnify and save all Indemnified Parties harmless an “Indemnitee”), from and against any and all Costs which may be imposed uponIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, incurred by or asserted or awarded against IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any of obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Parties or the Property, and arising directly or indirectly from: Liabilities arise from (i) the violation gross negligence or alleged violation willful misconduct of any Environmental Laws relating to such Indemnitee or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) in a claim brought by the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all Borrower or any portion of the Property or any surrounding areasother Credit Party against an Indemnitee, 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 the terms and conditions of this Agreement in all material respects; (vi) from a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any representation law or warranty contained in this Agreement; (vii) public policy, the enforcement 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 this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property Indemnified Liabilities incurred by Indemnitees or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasof them. (b) Notwithstanding To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any provision hereof to the contraryclaim against any Agent, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in any Arranger or under the Property after the earlier of (i) any Lender or any receiver appointed at the request Related Party of Lender taking actual possession and control any of the Property following an Event foregoing on any theory of Defaultliability, and for special, indirect, consequential or punitive damages (iias opposed to direct or actual damages) Lender completing a foreclosure (whether or other sale pursuant to which Lender takes title to not the Property. Indemnitors shall have no liability under this Agreement to claim therefor is based on contract, tort or duty imposed by any Indemnified Party with respect to Costs which result from such Indemnified Party's willful misconduct or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed onapplicable legal requirement) arising out of, in 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 connection with, as a result of, or in lieu ofany way related to, enforcement this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and 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. (c) Indemnitors' obligation Each Credit Party agrees that no Agent, Arranger or Lender or any Related Party of any of the foregoing will have any liability to defend any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Indemnified Parties hereunder shall include defense at both transactions contemplated hereby or thereby, any Term Loan or the trial and appellate levels and shall be with attorneysuse of the proceeds thereof or any act or omission or event occurring in connection therewith, consultants and experts selected by Indemnitor and in each case, except, subject to Section 10.3(b), in the reasonable approval case of any Credit Party to the Indemnified Partiesextent that any losses, claims, damages, liabilities or expenses incurred by such 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 from the gross negligence or willful misconduct of such Agent, Arranger or Lender in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. (a) Except as provided Seller hereby indemnifies and agrees to hold the Indemnified Persons harmless against any breach by Seller of any representation, warranty, covenant or agreement of Seller contained in Section 2(b) below, Indemnitors hereby assume liability forthis Agreement, and agree against any claims or damages arising out of the manufacture, sale, possession or use of, or otherwise relating to, goods, or the performance of services, associated with or relating to pay, protect, defend, indemnify Accounts or related rights purchased (or with respect to which a security interest is granted) hereunder. Seller also hereby indemnifies and save agrees to hold harmless and defend all Indemnified Parties harmless Persons from and against any and all Costs which may be imposed uponIndemnified Claims. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS ARE IN ANY WAY OR TO ANY EXTENT OWED, incurred by or asserted or awarded against IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY INDEMNIFIED PERSON, but shall exclude any of the foregoing resulting from such Indemnified Parties Person's gross negligence or willful misconduct. If Seller or any third party ever alleges any gross negligence or willful misconduct by any Indemnified Person, the Propertyindemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and affect of the alleged gross negligence or willful misconduct. Upon notification and demand, Seller agrees to provide defense of any Indemnified Claim and to pay all costs and expenses of counsel selected by any Indemnified Person in respect thereof. Any Indemnified Person against whom any Indemnified Claim may be asserted reserves the right to settle or compromise any such Indemnified Claim as such Indemnified Person may determine in its sole discretion, and arising directly the obligations of such Indemnified Person, if any, pursuant to any such settlement 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 compromise shall be deemed included within the control of Indemnitors; (ii) the actual or alleged presenceIndemnified Claims. Except as specifically provided in this section, release or threat of release of, or exposure to Seller waives all notices from any 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 the terms and conditions Indemnified Person. The provisions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) Section shall survive the enforcement termination of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability 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 (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine 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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. (a) Except as provided in Section 2(b) belowa. To the fullest extent permitted by law, Indemnitors hereby assume liability forConsultant agrees to indemnify and hold harmless the City, its Council members, officials, officers , agents, employees, and agree volunteers (separately and collectively referred to pay, protect, defend, indemnify and save all Indemnified Parties harmless in this paragraph as "Indemnitee") from and against any all claims, damages losses and all Costs which may be imposed upon, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, and arising directly or indirectly from: expenses (iincluding but not limited to attorney's fees) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 resulting from any negligent act, error or omission, intentional tort or willful misconduct, intellectual property infringement or breach of contract including failure to Hazardous Material pay a sub-contractor, or supplier occurring in the course of performance of professional services pursuant to this Contract by Consultant, its employees, sub-contractors, or others for whom Consultant may be legally liable ("Consultant Parties"), but only to the extent caused in whole or in part by the Consultant Parties. IF THE CLAIMS, 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. To the fullest extent permitted by law, 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 the claim is not based wholly or partly on the Property; (iv) negligence of, fault of, or breach of contract by the governmental agency, the agency's agent, employee, or other 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 acts expiration, completion 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 the terms and conditions termination of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasContract. (b) Notwithstanding any provision hereof to the contrary, Indemnitors shall have no liability under this Agreement d. It is agreed with respect to Costs relating to Hazardous Material which is initially placed on, any legal limitations now or hereafter in effect and affecting the validity or under the Property after the earlier of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control enforceability of the Property following an Event indemnification obligation under this section, such legal limitations are made a part of Defaultthe 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 (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to as so modified, the Property. Indemnitors indemnification obligation 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, continue in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsfull force and effect. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. Each Pledgor agrees to indemnify, pay and hold harmless the Collateral Agent and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Collateral Agent and each of the other Secured Parties (acollectively, the "Indemnitees") Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, defend, indemnify and save all Indemnified Parties harmless from and against any and all Costs 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 uponon, incurred by by, or asserted or awarded against that Indemnitee, in any of the Indemnified Parties or the Property, and arising directly or indirectly from: (i) the violation or alleged violation of any Environmental Laws manner relating to or affecting arising out hereof, any Interest Rate Protection Agreement, the PropertyHedging Agreements, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all Cash Management Agreements or any portion of the Property or other Loan Document (including, without limitation, any surrounding areas, regardless of whether or not caused misrepresentation 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained Pledgor in this Agreement; (vii) , any Interest Rate Protection Agreement, the enforcement of this Agreement; or (viii) assessmentHedging Agreements, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property Cash Management Agreements or any surrounding areasother Loan Document) (the "Indemnified Liabilities"); provided, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding any provision hereof to the contraryhowever, Indemnitors that no Pledgor shall have no liability under this Agreement any obligation to an Indemnitee hereunder with respect to Costs relating Indemnified Liabilities if it has been determined by a final non-appealable decision of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to Hazardous Material indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Pledgor shall contribute the maximum portion which it is initially placed on, in or permitted to pay and satisfy under applicable law to the Property after payment and satisfaction of all Indemnified Liabilities incurred by the earlier of (i) Lender Indemnitees or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsthem. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.

Indemnity. SERCEL and MITCHAM hereby agree to the following indemnification obligations: (a) Except as provided in Section 2(b) below, Indemnitors hereby assume liability for, and agree to pay, protect, MITCHAM shall defend, indemnify and save all Indemnified Parties hold harmless SERCEL, Affiliates, its agents, employees and/or officers (the “SERCEL Indemnitees”) from and against any and all Costs which may be imposed uponthird party’s claims including MITCHAM’s customers, incurred by or asserted or awarded against any of the Indemnified Parties or the Property, costs (including attorney’s fees) and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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 expenses arising out of any injury, damage of any kind whatsoever howsoever caused whether in contract, tort (negligence included) 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation duty including contractual or warranty contained in this Agreement; (vii) the enforcement of this Agreement; statutory duty by SERCEL or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasotherwise. (b) Notwithstanding Liabilities between the Parties. MITCHAM shall be responsible for, indemnify, defend and hold the SERCEL Indemnitees harmless against any provision hereof and all claims in respect of injury to or sickness, disease or death of any 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 contrarynegligence or breach of duty (statutory, Indemnitors contractual or otherwise) of MITCHAM. SERCEL shall have no liability under this be responsible for, indemnify, defend and hold MITCHAM, its directors, officers, employees and Affiliates (hereinafter the “MITCHAM Indemnitees”) harmless against any and all claims in respect of injury to or sickness, disease 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, but not limited to, plant and equipment, materials, goods, premises and facilities) owned, supplied or borrowed by SERCEL arising out of or in connection with the 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 from any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of Default, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title cause whatsoever including but not limited 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 negligence or gross negligence. In addition to the foregoingbreach of duty (statutory, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in contractual or under the Property after the transfer otherwise) of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan DocumentsSERCEL. (c) Indemnitors' obligation The amount of SERCEL’s liability to defend MITCHAM shall in no case exceed the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by Indemnitor and subject to the reasonable approval amount of the Indemnified Partiespurchase or 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 selling SERCEL equipment to MITCHAM’s customers, will be exclusively governed by SERCEL’s general conditions of sale as mentioned in Schedule 2(a) of the Agreement.

Indemnity. (a) Except as provided in In addition to the payment of expenses pursuant to Section 2(b) below9.2, Indemnitors hereby assume liability foreach Borrower agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and agree to payhold harmless, protecteach Agent (and each sub-agent thereof), defendArranger, indemnify Lender and save all Indemnified Issuing Bank and each of their respective Related Parties harmless (each, an “Indemnitee”), from and against any and all Costs which may be imposed uponIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, incurred by IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Borrower shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or asserted or awarded against any of the Indemnified Parties or the Property, and 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 within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release willful misconduct of, or exposure material breach (arising from gross negligence, willful misconduct or bad faith) of the Credit Documents by, such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. 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 Hazardous Material onlaw or public policy, in, the applicable Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under or affecting applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees 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 the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areasthem. (b) Notwithstanding To the extent permitted by applicable law, neither the Company nor any provision hereof of its Subsidiaries shall assert, and each Borrower hereby waives, any claim against any Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the contraryclaim therefor is based on contract, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ontort or duty imposed by any applicable legal requirement) arising out of, 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 Defaultconnection with, and (ii) Lender completing as 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu ofany way related to, enforcement this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the Mezzanine Lender's rights under the Mezzanine Loan Documentsproceeds thereof or any act or omission or event occurring in connection therewith, and each Borrower hereby waives, releases and agrees not to ▇▇▇, and agrees not to permit any of its Subsidiaries 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. (c) Indemnitors' obligation Each Borrower agrees that no Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing will have any liability to defend any Borrower or other Credit Party or any Person asserting claims on behalf of or in right of any Borrower or other Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Indemnified Parties hereunder shall include defense at both transactions contemplated hereby or thereby, any Loan or the trial and appellate levels and shall be with attorneysuse of the proceeds thereof or any act or omission or event occurring in connection therewith, consultants and experts selected by Indemnitor and in each case, except, subject to Section 9.3(b), in the reasonable approval case of any Borrower or other Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Borrower or 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 from the gross negligence or willful misconduct of, or material breach (arising from gross negligence, willful misconduct or bad faith) of the Indemnified PartiesCredit Documents by, such Agent, Arranger, Lender or Issuing Bank in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. (a) Except as provided in Section 2(b) belowThe Company shall, Indemnitors hereby assume liability for, subject and agree pursuant to pay, protect, defendthe 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 save all Indemnified Parties harmless from and against any and all Costs which may be imposed upon, expenses incurred by him arising from or asserted as a result of any act (or awarded against any omission) carried out by him as an Office Holder of the Indemnified Parties or Company and which is indemnifiable pursuant to the PropertyCompanies Law, to the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and arising directly or indirectly from: (i) may also undertake to indemnify an Office Holder in advance, provided that, to the violation or alleged violation extent required under applicable law, such undertaking is limited to types of any Environmental Laws relating to or affecting occurrences which, in the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Hazardous Material on, in, under or affecting all or any portion opinion of the Property or any surrounding areasBoard of Directors are, 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 time of the undertaking, foreseeable and give rise to liability under any Environmental Law; (v) an amount of the failure by Indemnitors to comply fully with Board of Directors has determined is reasonable in the terms and conditions of this Agreement in all material respects; (vi) a material breach of any representation or warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areascircumstances. (b) Notwithstanding any provision hereof The Company shall, subject and pursuant to the contrary, Indemnitors shall have no liability 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 provisions of the Property following 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 Event Office Holder of Default, the Company and (ii) Lender completing a foreclosure or other sale for which the Company may insure Office Holders pursuant to which Lender takes title the Companies Law, 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, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in or under the Property after the transfer of the Mezzanine Borrowers' equity interest in the applicable Borrower to the Mezzanine Lender or its designee maximum extent permitted by reason of, or in lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentslaw. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneysThe Company may, consultants and experts selected by Indemnitor and subject to the reasonable approval provisions of the Indemnified PartiesCompanies 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, exempt 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 liability as aforesaid to the maximum extent permitted by law with respect to any such breach, which has been or may be committed.

Indemnity. (a) Except as provided in Subject to Section 2(b11.6(a) below, Indemnitors hereby assume liability forand (b), and agree to paythe maximum extent permitted by law, protecteach Owner hereby agrees to indemnify, defenddefend and hold harmless each other Owner (an “Indemnified Owner”) against, indemnify and save all agrees to hold each Indemnified Parties Owner harmless from any claims, damages, liabilities, liens, losses or other obligations whatsoever incurred or suffered by an Indemnified Owner (together with reasonable costs and against any expenses, including reasonable fees and all Costs which may be imposed upon, incurred by or asserted or awarded against any disbursements of counsel relating thereto) to the Indemnified Parties or the Property, and extent arising directly or indirectly fromout of: (i) the violation or alleged violation of any Environmental Laws relating to or affecting the Property, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any 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; (va) the failure of the Owner to satisfy, discharge or pay any liability owed by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; it hereunder, or (vib) a any misrepresentation or material breach of any representation or warranty contained by the Owner in this Agreement; (vii) Agreement or any material breach of a covenant or agreement made or to be performed by the enforcement of Owner pursuant to this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any surrounding areas, and costs incurred to comply with Environmental Laws in connection with the Property or any surrounding areas. (b) Notwithstanding To the maximum extent permitted by law, each other Owner hereby agrees to indemnify KCPL (whether acting in its capacity as Operator or otherwise) against, and agrees to hold KCPL harmless in proportion to such Owner’s Ownership Share or Common Facilities Ownership Share, as applicable, from any provision hereof claims, damages, liabilities, liens, losses or other obligations whatsoever incurred or suffered by KCPL (together with reasonable costs and expenses, including reasonable fees and disbursements of counsel relating thereto) to the contraryextent arising out of KCPL’s (or Operator’s) planning, Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed ondesign, in or under the Property after the earlier construction and operation of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control of the Property following an Event of DefaultUnit 2, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title except to the Property. Indemnitors shall have no liability under this Agreement extent of any losses shown to any Indemnified Party with respect to Costs which be the result from such Indemnified Party's of KCPL’s (or the Operator’s) gross negligence or willful misconduct or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement with respect to costs relating to Hazardous Material which is initially placed on, in 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 lieu of, enforcement of the Mezzanine Lender's rights under the Mezzanine Loan Documentsmisconduct. (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 experts selected by Indemnitor and subject to the reasonable approval of the Indemnified Parties.