Common use of Indemnity Clause in Contracts

Indemnity. (a) Each of the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the Grantors shall transactions contemplated hereby are consummated, Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless each Security Trustee the Agent-Related Persons, and the Lender-Related Persons (collectively the “Indemnitees” and its officers, directors, employees, representatives and agentsindividually as “Indemnitee”) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any losskind or nature whatsoever (including, liability or expense (including the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the acceptance use or administration 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 (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and its duties the discharge of Borrower’s other obligations hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.

Indemnity. (a) Each of the Grantors EACH OF BORROWER AND EACH BORROWING BASE GUARANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided, however, that in no event shall indemnify, defend and Borrower or any Obligor party to a Loan Document have any obligation hereunder or thereunder to indemnify or hold harmless each Security Trustee (and its an Indemnitee with respect to a Claim to the extent that such Claim is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s officers, directors, directors or employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection . Each Indemnitee shall consult with Borrower with respect to the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance defense of any of its powers or duties hereunder and hold it harmless againstthe foregoing. In no event shall Borrower, any lossBorrowing Base Guarantor or any Indemnitee have any liability for any special, liability indirect, consequential or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is soughtpunitive damages; provided, provided that the failure to provide notice this sentence shall only not limit the indemnification provided hereby to the extent obligations of Borrower or any Borrowing Base Guarantor under this Agreement. Neither Borrower nor any Borrowing Base Guarantor shall be liable for any settlement of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement proceeding effected without the Borrower’s prior written consent of the applicable Grantor, (which consent shall not be unreasonably withheld), but if settled with such written consent, or if there is a final judgment against an Indemnitee in any such proceeding, Borrower and each Borrowing Base Guarantor agrees to indemnify and hold harmless each Indemnitee in the manner set forth above. No Grantor Indemnitee referred to in this paragraph shall be required to reimburse liable for any expense or indemnity against any loss or liability incurred damages arising from the use by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals unintended recipients of any claim; provided that (i) information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than Loan Documents or the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldtransactions contemplated hereby or thereby.

Indemnity. (a) Each of the Grantors shall indemnify, defend The Borrowers agree to indemnify and hold harmless each Security Trustee (the Banks and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Banks in investigating or bad faith on its part preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Banks hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that the Borrowers shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. The Borrowers may at their own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent such Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own negligence, whether or not that negligence is the interests sole, contributing, or concurring cause of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldany Claim.

Indemnity. (a) Each of Further, by the Grantors shall indemnifyexecution hereof, defend the Borrower and each Subsidiary Borrower agrees to indemnify and hold harmless each Security Trustee (the Administrative Agent and its the Lenders and the Issuing Lenders and their respective directors, officers, directorsemployees and agents (each, employees, representatives and agentsan “Indemnified Party”) from and against, against any loss, liability or expense and all expenses (including reasonable legal and documented fees and disbursements of counsel), losses, claims, damages and liabilities arising out of any claim, litigation, investigation or proceeding (regardless of whether any such Indemnified Party is a party thereto) in any way relating to the transactions contemplated hereby, but excluding therefrom all expenses) incurred by it without , losses, claims, damages, and liabilities arising out of or resulting from the gross negligence or bad faith on its part in connection with willful misconduct of the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Indemnified Party seeking indemnification or any of its officers Related Parties, provided, however, neither the Borrower nor any Subsidiary Borrower shall be liable for the fees and expenses of more than one separate firm for all such Indemnified Parties (unless there shall exist an actual conflict of interest among such Indemnified Parties, and in such case, not more than two separate firms) in connection with any one such action or any separate but substantially similar or related actions in the exercise same jurisdiction, nor shall the Borrower or performance any Subsidiary Borrower be liable for any settlement of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement proceeding effected without the Borrower’s or such Subsidiary Borrower’s written consent of the applicable Grantorconsent, which consent and provided further, however, that this Section 10.5 shall not be unreasonably withheld. No Grantor shall be required construed to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control expand the defense scope of the claim including, without limitation, designating counsel for reimbursement obligations of the relevant Security Trustee Borrower and controlling all negotiations, litigation, arbitration, settlements, compromises any Subsidiary Borrower specified in Section 10.4. The obligations of the Borrower and appeals any Subsidiary Borrower under this Section 10.5 shall survive the termination of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the this Agreement and/or payment of money and complete indemnification the Loans and/or the expiration of the indemnified person without the prior written consent Letters of the affected indemnified person, (ii) the applicable Grantor shall engage Credit and pay the expenses Competitive Letters of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldCredit.

Indemnity. (a) Each of the Grantors shall indemnify, defend The Borrowers agree to indemnify and hold harmless each Security Trustee (the Banks and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Banks in investigating or bad faith on its part preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Banks hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that the Borrowers shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. The Borrowers may at their own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right Indemnified Party believes it reasonably prudent to approve the counsel designated by protect such Grantor which consent shall not be unreasonably withheldIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) Each of the Grantors party shall indemnifydefend, defend indemnify and hold harmless each Security Trustee (the other party and its such other party’s Affiliates, employees, officers, directors, employees, representatives and agents) agents from and againstagainst any liabilities, any losslosses, liability damages, costs or expense expenses (including including, without limitation, reasonable legal fees and expensesattorneys’ fees) incurred by it without negligence (collectively, “Losses”) resulting from or bad faith on its part arising in connection with the acceptance or administration of this Agreement and its duties hereunder, including breach by the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance indemnifying party of any of its powers representations, warranties, covenants or duties hereunder and hold it harmless againstobligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any lossgovermnental investigation), liability claim or reasonable expense incurred without negligence dispute (collectively, a “Proceeding”) is brought or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim asserted against a party for which indemnification is soughtsought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result fees and expenses of such failure; counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) must not make any admissions there is such a conflict of liability or incur any significant expenses after receiving actual interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the claim Proceeding from the Indemnified Party or agree (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without the written consent of the applicable Grantorits consent, which consent shall not be unreasonably withheld. No Grantor The Indemnifying Party shall be required have no obligation to reimburse indemnify and hold harmless the Indemnified Party from any loss, expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, the Indemnified Party as applicable, maya result of a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in its sole discretionwriting, and at its expense, control to assume the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldproceeding.

Indemnity. (a) Each From and after the Effective Time or the Offer Closing, if the Acquisition is effected by way of the Grantors shall indemnifyOffer, defend Acquiror shall, subject to applicable Legal Requirements, cause the Company to indemnify and hold harmless each Security Trustee (and its officersPerson who is now, directorsor has been at any time prior to the date hereof, employeesor who becomes prior to the Effective Time or the Offer Closing, representatives and agents) from and againstas applicable, any loss, liability a director or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with officer of the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Company or any of its officers Subsidiaries or any predecessor entity (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the exercise fact that the Indemnified Party is or performance was an officer or director of the Company or any of its powers Subsidiaries, whether asserted or duties hereunder claimed prior to, at or after the Effective Time or the Offer Closing, as applicable, according to the indemnification provisions of the Company’s articles of organization and hold it harmless againstbylaws as in effect on the date of this Agreement. From and after the Effective Time or the Offer Closing, any lossas applicable, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee subject to applicable Legal Requirements, (i) must provide reasonably prompt notice Acquiror shall cause the Company to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreement existing prior to the applicable Grantor date hereof between the Company and any Indemnified Party (the “Indemnification Agreements”), true and correct copies of any claim for which indemnification is sought, have been provided that the failure to provide notice shall only limit the indemnification provided hereby Acquiror prior to the extent of any incremental expense or actual prejudice as a result of such failure; date hereof and (ii) must not make any admissions the memorandum and articles of liability or incur any significant expenses after receiving actual notice association of the claim or agree Company will contain provisions with respect to any settlement without exculpation, advancement of expenses and indemnification that are at least as favorable to the written consent Indemnified Parties as those contained in the memorandum and articles of association of the applicable GrantorCompany as in effect on the date hereof, which consent shall provisions will not be unreasonably withheld. No Grantor shall be required to reimburse any expense amended, repealed or indemnity against any loss otherwise modified for a period of six (6) years from the Effective Time or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorthe Offer Closing, as applicable, mayin any manner that would adversely affect the rights thereunder of Indemnified Parties, in its sole discretionunless such modification is required by applicable Legal Requirements. For the avoidance of doubt, and at without limiting the foregoing, Acquiror acknowledges and agrees, on its expense, control the defense own behalf and on behalf of the claim includingCompany (after the Effective Time or the Offer Closing, without limitationas applicable), designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.that:

Indemnity. (aEach Participant, unless it is a government entity, acknowledges and agrees that DirectTrust and the other Participants, and their respective employees, officers, directors, representatives and agents ( each, an “ Indemnitee”) Each of shall have no liability for and each Participant shall, to the Grantors shall fullest extent permitted by applicable law, indemnify, defend defend, and hold Indemnitees harmless from third-party claims and actions that arise out of, relate to or result from: (i) any unauthorized alteration or modification by a Participant of any content of any Direct messages transmitted by such Participant; (ii) the misdelivery by a Participant of any Direct messages; (iii) a breach of Indemnitee’s network as a result of a Participant’s actions (unless it is shown that such breach was directly caused by the applicable Indemnitee); or (iv) a Participant’s breach of its specific obligations under this Agreement. The obligations of each Participant party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice Indemnitee shall be subject to the applicable Grantor of any claim for which indemnification is sought, provided that following: (a) the failure to Indemnitee shall provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or agree delay in giving such notice shall only relieve the Indemnitor of its obligation to any defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement without the written consent of the applicable Grantorclaim or suit was adversely affected thereby; (b) the Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; provided, however, that the Indemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such claim or unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld. No Grantor ); and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or settlement of any such claim or suit; provided, however, that the Indemnitee shall be required reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor. Subject to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorclause (b) above, as applicable, may, the Indemnitee may participate in its sole discretion, and at its expense, control the defense of any claim or suit in which the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitee is involved at its own expense.

Indemnity. (a) Each In addition to the payment of the Grantors shall expenses pursuant to Section 11(a), Borrower agrees to indemnify, defend pay and hold harmless each Security Trustee (Secured Party, and its the officers, directors, employees, representatives agents, consultants, partners, auditors, accountants, affiliates and agentsattorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any loss, liability kind or expense nature whatsoever (including the reasonable legal and documented fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with the acceptance any investigative, administrative or administration judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement and its duties hereunderAgreement, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any other document related thereto, the consummation of its officers in connection with the exercise transactions contemplated by this Agreement, the use or performance intended use of the proceeds of any of its powers the Notes, the existence or duties hereunder and hold it harmless againstperfection of any Liens, or realization upon any lossCollateral, liability or reasonable expense incurred without negligence the exercise of any right or bad faith on its part. Each Security Trustee remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) must provide reasonably prompt notice Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the applicable Grantor gross negligence or willful misconduct of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent Indemnitee as determined by a final non-appealable judgment by a court of any incremental expense or actual prejudice as a result of such failurecompetent jurisdiction; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the claim or agree Indemnitee relating to any settlement without the written consent Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated parties hereunder unless Borrower is materially prejudiced by such Grantor which consent shall not be unreasonably withheldfailure to provide prompt written notice.

Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS (aAS HEREIN DEFINED) Each of the Grantors THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided however, that in no event shall indemnify, defend and any party to a Loan Document have any obligation thereunder to indemnify or hold harmless each Security Trustee an Indemnitee with respect to a Claim to the extent that such Claim (x) is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s affiliates and its and their respective officers, directors, employees, representatives advisors and agentsagents or the material breach by a Lender of its obligations under the Loan Documents and such breach resulted in such claim; (y) from and againstarises out of, or in connection with, any lossClaim, liability litigation, investigation or expense proceeding that does not involve an act or omission by Sponsor, Intermediate Holdco, the Borrowers or any of its or their respective affiliates and that is brought by any such indemnified person against any other indemnified person (including reasonable other than an Indemnitee acting in its capacity as agent, arranger or any other similar role in connection with the Loans unless such claim would otherwise be excluded pursuant to clause (x) above) and (z) settlements effected without Borrower Agent’s prior written consent (not to be unreasonably withheld or delayed), but no consent of Borrowers shall be required if an Event of Default has occurred and is continuing, provided that, Borrowers shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by Borrowers to such Indemnitee to the extent any of the foregoing items in clause (x) through (z) above occurs. The foregoing shall be limited, in the case of legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor reasonable fees, disbursements and other charges of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby one counsel to the extent of any incremental expense or actual prejudice indemnified persons taken as a result of such failure; whole and if necessary, one local counsel in any relevant jurisdiction (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, mayand, in its sole discretionthe case of a conflict of interest, and at its expense, control the defense of the claim including, without limitation, designating one additional counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personpersons, (ii) taken as a whole, and if reasonably necessary, one local counsel in any relevant jurisdiction), in each case, excluding allocated costs of in-house counsel, arising out of or relating to this Agreement, the applicable Grantor shall engage and pay the expenses Borrowers’ use or proposed use of separate counsel for the indemnified person to the extent that the interests proceeds of the relevant Security Trustee are in conflict with those of such Grantor Loans or the commitments and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent any other transactions connected therewith. This Section 14.2 shall not be unreasonably withheldapply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) Each Holdings and the Borrower shall indemnify the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents, the Lenders, the Issuing Banks and each Related Party of any of the Grantors shall indemnifyforegoing Persons (each such Person being called an “Indemnitee”), defend against, and hold each Indemnitee harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and againstfrom, any lossand all losses, liability or expense claims, damages, penalties, liabilities and related expenses (including the reasonable legal fees and expensesdocumented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred by it without negligence or bad faith on its part asserted against such Indemnitees arising out of, in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability actual or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiationsprospective claim, litigation, arbitration, settlements, compromises and appeals of any claim; provided that investigation or proceeding relating to (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money structuring, arrangement and complete indemnification syndication of the indemnified person without credit facilities provided for herein, the prior written consent preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the affected indemnified personTransactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the applicable Grantor use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Holdings, the Borrower or any Subsidiary, in each case, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing indemnity shall engage and pay the not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses of separate counsel for the indemnified person to the extent that they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the interests of the relevant Security Trustee are in conflict with those bad faith, willful misconduct or gross negligence of such Grantor Indemnitee, (B) a claim brought by Holdings, the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by Holdings, the Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (iii) other than a proceeding that is brought against the indemnified person shall have Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the right Indebtedness incurred or to approve the counsel designated by such Grantor which consent be incurred hereunder). This paragraph shall not be unreasonably withheldapply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnity. (a) Each of the Grantors 10.1.1. Licensee shall indemnify, defend and hold harmless each Security Trustee (Licensors and its their current or former directors, governing board members, trustees, officers, directorsfaculties, medical and professional staffs, employees, representatives students, and agentsagents and their respective successors, heirs and assigns (collectively, the “Indemnitees”) from and againstagainst any third party claim, liability, cost, expense, damage, deficiency, loss or obligation of any losskind or nature (including, liability or expense (including without limitation, reasonable legal attorney’s fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the other costs and expenses of defending itself against litigation) (collectively, “Claims”), based upon, arising out of, or otherwise relating to the practice of any claim right or liability and license under this Agreement by or on behalf of complying with Licensee, any process served upon it of its Affiliates, or any of its officers in connection with 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 exercise extent any such Claim is based on the gross negligence or performance 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 its powers or duties hereunder and hold it harmless against, action relating to product liability. The previous sentence will not apply to any loss, liability or reasonable expense incurred without Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or bad faith on its partwillful misconduct of an HHMI Indemnitee. Each Security Trustee As a condition of indemnification under this Section 10, (ia) must the Indemnitees shall provide reasonably Licensee with prompt written notice to the applicable Grantor of any claim claim, suit or action for which indemnification is sought, sought (provided that the failure of Indemnitees so to provide notice shall notify Licensee will relieve Licensee from liability for indemnification only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result Licensee is prejudiced by such delay); (b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such failureClaims, 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 (iic) must 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 make settle any admissions of such claim, suit or action by admitting fault or liability or incur any significant expenses after receiving actual notice on the part of the claim Licensors, or agree to that would limit the scope or validity of any settlement of the Licensed Patent Rights, without the prior written consent of the applicable GrantorLicensors, which consent shall not be unreasonably withhelddenied or delayed. No Grantor Notice of any claim for which indemnification may be sought pursuant to this Agreement shall be required given reasonably promptly by HHMI following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to reimburse give reasonably prompt notice to Licensee of any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretionsuch claim shall not affect the rights of such HHMI Indemnitee unless, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Licensee. Licensee agrees not to settle any Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the interests subject matter of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldsettled Claim.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the Grantors shall transactions contemplated hereby are consummated, Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless each Security Trustee (Lender, and its any holder of any interest in this Agreement, and the officers, directors, employees, representatives and agentsagents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any losskind or nature whatsoever (including, liability or expense (including the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the acceptance Revolving Credit Facility Commitment, the use or administration 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 Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and its duties the discharge of Borrower’s other obligations hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.

Indemnity. (a) Each of the Grantors shall indemnify, defend and hold harmless each Security Trustee (Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, directors, employees, representatives agents and agentscontrolling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and againstagainst any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any loss, liability breach of any covenant or expense representation made by Party B in this Confirmation or the Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred by it without negligence or bad faith on its part in connection with the acceptance investigation of, preparation for, or administration defense of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, bad faith, fraud and/or willful misconduct or breach of complying with any process served upon representation or covenant of Party A contained herein or violation of the Ownership Limits imposed by the Charter (described herein), unless such violation is a result of an Issuer Repurchase for which Party B failed to provide an Issuer Repurchase Notice as required herein or a determination by Party B that it will treat ownership positions held by Party A or any of its officers affiliates solely in connection with the exercise its (or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (itheir) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice capacity as a result of nominee or fiduciary as constituting Beneficial Ownership or Constructive Ownership (as such failure; terms are defined in the Charter) by Party A. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.Acknowledgments Regarding Hedging Activities: Applicable

Indemnity. (a) Each of the Grantors shall Supplier will indemnify, defend defend, and hold harmless each Security Trustee (Purchaser against any and its officersall damages, directors, employees, representatives and agents) from and against, any loss, costs, or other liability or expense (including reasonable legal fees and expensesattorneys’ fees) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration arising out of a third party claim that (i) results from Supplier’s breach of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any representation or warranty made by Supplier in this Agreement, or any negligent act or omission of its officers in connection with Supplier, or (ii) alleges damage for loss to property, death, illness or injuries, resulting from the exercise use or performance consumption of any Products, except as set forth below. Supplier will assume responsibility and expense of its powers or duties hereunder and hold it harmless againstinvestigation, any losslitigation, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor judgment and/or settlement of any such claim for which indemnification on the condition that Supplier is sought, provided notified promptly (in no event later than thirty (30) days after the first receipt of written notice thereof by Purchaser) in writing of any such claim and is permitted to deal therewith at its own discretion and through its own representatives; except that the Purchaser’s failure to provide notice shall only limit of a claim will not affect Supplier’s obligation to indemnify the indemnification provided hereby to claim under this Section 23 unless such failure prejudices the extent defense of such claim. The Parties will cooperate reasonably in the investigation and defense of any incremental expense such claim, and Supplier will not settle any such claim that imposes on Purchaser a non-monetary obligation or actual prejudice as a result of such failure; and (ii) must liability that is not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement indemnified without the Purchaser’s prior written consent of the applicable Grantorconsent, which consent shall not be unreasonably withheld, conditioned or delayed. No Grantor shall be required Supplier will have no obligation to reimburse indemnify Purchaser for any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests such claim arises out of the relevant Security Trustee are in conflict negligence or recklessness of Purchaser. This Section 23 sets forth the sole and exclusive remedy for Purchaser against Supplier with those of such Grantor and respect to third party claims relating to the Products purchased by Purchaser from Supplier under this Agreement. SUPPLIER WILL NOT BE LIABLE TO PURCHASER WHETHER IN CONTRACT OR IN TORT OR ON ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ANY LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE (iiiCOLLECTIVELY, “CONSEQUENTIAL DAMAGES”) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldOF PURCHASER OR ANY CUSTOMER OF PURCHASER OR OF ANY PERSON WHO MAY HAVE BECOME INJURED BY SUPPLIER’S PRODUCTS PURCHASED FROM PURCHASER (EXCEPT TO THE EXTENT THAT AN INDEMNIFIED THIRD PARTY CLAIM INCLUDES CONSEQUENTIAL DAMAGES).

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 9.02, the Grantors shall Borrower agrees to indemnify, defend pay and hold harmless each Security Trustee the Administrative Agent (and its officersany sub-agent thereof), directorsthe Arrangers, employees, representatives each Lender and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance each Related Party of any of its powers or duties hereunder the foregoing (each, an “Indemnitee”), from and hold it harmless against, against any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby Indemnified Liabilities to the extent of any incremental expense such Indemnified Liabilities arise from (x) the gross negligence or actual prejudice as a result willful misconduct of such failure; and Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent of the applicable Grantor, which (such consent shall not to be unreasonably withheldwithheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to To the extent that the interests undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the relevant Security Trustee are in conflict with those Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of such Grantor and (iiiall Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldapply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) Each of Whether or not the Grantors transactions contemplated hereby are consummated, the Obligors shall indemnify, defend indemnify and hold harmless each Security Trustee (Agent-Related Person, the Arranger, each Bank and its officerstheir respective affiliates, directors, employeesofficers, representatives employees and agentsagents (collectively, the “Indemnified Parties”) from and againstagainst any and all losses, any lossclaims, liability damages (other than consequential or expense exemplary damages), liabilities and reasonable out-of-pocket expenses (including including, without limitation, reasonable legal fees and expensesdisbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by it without negligence any such Indemnified Party as a result of a claim by a third party or bad faith on its part asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the acceptance proceeds of any Loan or administration other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of this Agreement and its duties hereunderwhich any such losses, including claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of defending itself against or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any claim reason the indemnification provided for herein is unavailable to any Indemnified Party or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and insufficient to hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby as and to the extent of any incremental expense contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or actual prejudice payable by such Indemnified Party as a result of such failure; and (ii) must not make any admissions of loss, claim, damage, liability or incur any significant expenses after receiving actual notice expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the claim or agree to any settlement without Obligors, on the written consent of one hand, and such Indemnified Party, on the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorother hand, as applicablethe case may be, may, in its sole discretion, and at its expense, control as well as any other relevant equitable considerations. This Section 12.5 shall survive the defense termination of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldthis Agreement.

Indemnity. (a) Each of Further, by the Grantors shall indemnifyexecution hereof, defend the Borrower and each Subsidiary Borrower agrees to indemnify and hold harmless each Security Trustee (the Administrative Agent and its the Lenders and the Issuing Lenders and their respective directors, officers, directorsemployees and agents (each, employees, representatives and agentsan “Indemnified Party”) from and against, against any loss, liability or expense and all expenses (including reasonable legal and documented fees and disbursements of counsel), losses, claims, damages and liabilities arising out of any claim, litigation, investigation or proceeding (regardless of whether any such Indemnified Party is a party thereto) in any way relating to the transactions contemplated hereby or the use or proposed use of the proceeds, but excluding therefrom all expenses) incurred by it without , losses, claims, damages, and liabilities arising out of or resulting from the gross negligence or bad faith on its part in connection with willful misconduct of the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Indemnified Party seeking indemnification or any of its officers Related Parties, provided, however, neither the Borrower nor any Subsidiary Borrower shall be liable for the fees and expenses of more than one separate firm for all such Indemnified Parties (unless there shall exist an actual conflict of interest among such Indemnified Parties, and in such case, not more than two separate firms) in connection with any one such action or any separate but substantially similar or related actions in the exercise same jurisdiction, nor shall the Borrower or performance any Subsidiary Borrower be liable for any settlement of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement proceeding effected without the Borrower’s or such Subsidiary Borrower’s written consent of the applicable Grantorconsent, which consent and provided further, however, that this Section 10.5 shall not be unreasonably withheldconstrued to expand the scope of the reimbursement obligations of the Borrower and any Subsidiary Borrower specified in Section 10.4. The obligations of the Borrower and any Subsidiary Borrower under this Section 10.5 shall survive the termination of this Agreement and/or payment of the Loans and/or the expiration of the Letters of Credit. No Grantor Indemnified Party shall be required liable for any special, indirect, consequential or punitive damages in connection with its activities relating to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, this Agreement and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldFundamental Documents.

Indemnity. (a) Each In addition to the payment of costs and expenses pursuant to Section 8.04 hereof and the Grantors shall environmental indemnity pursuant to Section 5.03 hereof, the Borrower agrees to indemnify, defend and hold harmless each Security Trustee (the Lender, and any of its participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employeesemployees and agents of the foregoing (the "Indemnitees"), representatives and agents) from and againstagainst (i) any and all transfer taxes, documentary taxes, assessments or charges made by any loss, liability or expense (including reasonable legal fees governmental authority by reason of the execution and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration delivery of this Agreement and its duties the other Loan Documents or the making of the borrowings hereunder, including the and (ii) any and all liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of defending itself against any claim kind or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee nature whatsoever (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee reasonable fees and controlling all negotiationsdisbursements of counsel) in connection with any investigative, litigationadministrative or judicial proceedings, arbitrationwhether or not such Indemnitee shall be designated a party thereto, settlementswhich may be imposed on, compromises and appeals incurred by or asserted against such Indemnitee, in any manner relating to or arising out of any claim; provided that (i) or in connection with the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification making of the indemnified person without borrowings hereunder, this Agreement and all other Loan Documents or the prior written consent use or intended use of the affected indemnified personproceeds of the borrowings hereunder (the "Indemnified Liabilities"); provided, (ii) however, the applicable Grantor Borrower shall engage and pay not be required to indemnify the Indemnitees for any liabilities, losses, damages, penalties, judgments, suits, claims, costs or expenses of separate counsel for the indemnified person to the extent that the interests caused by such Indemnitees' gross negligence or willful misconduct or by such Indemnitees' violation of banking laws. If any investigative, judicial or administrative proceeding arising from any of the relevant Security Trustee are in conflict with those foregoing is brought against any Indemnitee, upon request of such Grantor and (iii) Indemnitee, the indemnified person shall have the right to approve the Borrower, or counsel designated by the Borrower and reasonably satisfactory to the Indemnitee, will resist and defend such Grantor action, suit or proceeding to the extent and in the manner agreed upon by the Indemnitee and the Borrower, at the Borrower's sole cost and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which consent is permissible under applicable law. The obligation of the Borrower under this Section 8.09 shall not be unreasonably withheldsurvive the termination of this Agreement.

Indemnity. (a) Each of the Grantors Subject to Article 15 Tenant shall indemnifyhold Landlord, defend and hold harmless each Security Trustee (and its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, representatives Mortgagee(s) (defined in Article 25) and agentsagents (including the manager of the Property) from (collectively, “Landlord Parties”) harmless from, and indemnify and defend such parties against, any lossall liabilities, liability or expense (obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable legal attorneys’ fees and expenses) other professional fees that may be imposed upon, incurred by it without or asserted against any of such indemnified parties (each a “Claim” and collectively “Claims”) that arise out of Tenant’s possession, use, maintenance or repair of the Premises or any act or omission of Tenant or any of Tenant’s employees, agents and invitees in the Premises or on the Property, except to the extent caused by the gross negligence or bad faith on willful misconduct of a Landlord Party. Provided Landlord Parties are properly named as additional insureds in the policies required to be carried under this Lease, and except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of (A) $5,000,000, and (B) the aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Articles 9.B, 15 and 20, Landlord shall hold Tenant, its part trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (collectively, “Tenant Parties”) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in connection with any damage or injury occurring in or on the acceptance or administration of this Agreement and its duties hereunderProperty (excluding the Premises), including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby except to the extent caused by the gross negligence or willful misconduct of any incremental expense or actual prejudice a Tenant Party, to the same extent the Tenant Parties would have been covered had they been named as a result of such failure; and (ii) must not make any admissions of additional insureds on the commercial general liability or incur any significant expenses after receiving actual notice of insurance policy required to be carried by Landlord under this Lease. The indemnity set forth in the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor preceding sentence shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person limited to the extent that the interests amount of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld$5,000,000.

Indemnity. In addition to the payment of expenses pursuant to --------- Section 13.1, whether or not the transactions contemplated hereby shall be consummated, Intermediate Holdings (aas "Indemnitor") Each of the Grantors shall agrees to indemnify, defend pay ---------- and hold harmless each Security Trustee (the Purchaser, and its the officers, directors, employees, representatives agents, and agentsAffiliates of the Purchaser (collectively called the "Indemnitees") harmless ----------- from and againstagainst any and all losses, claims, costs, expenses liabilities, damages, and disbursements of any losskind or nature whatsoever (including, liability or expense (including without limitation, the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of one counsel for such Indemnitees in connection with the acceptance any investigative, administrative or administration judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement and its duties hereunderAgreement, including the costs and expenses Discount Notes or the other documents related to the transactions, the Purchaser's agreement to purchase the Discount Notes or the use or intended use of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance proceeds of any of its powers or duties the proceeds thereof to Intermediate Holdings (the "Indemnified Liabilities"); provided, that Indemnitor ----------------------- -------- shall not have any obligation to an Indemnitee hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or bad faith on its partwillful misconduct of that Indemnitee. Each Security Trustee Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to -------- give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which they are responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the appropriate Indemnitee's prior written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall be required have stated in a writing delivered to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorthe Indemnitee that, as applicablebetween the Indemnitor and the Indemnitee, maythe Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, in its sole discretion, and at its expense, that the Indemnitor shall -------- not be entitled to control the defense of any claim in the claim including, without limitation, designating event that in the reasonable opinion of counsel for the relevant Security Trustee and Indemnitee there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is -------- ------- controlling all negotiationsthe defense, litigation, arbitration, settlements, compromises and appeals the Indemnitor will not be liable to any Indemnitee for any settlement of any claim; provided claim pursuant to this Section 13.2 that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person is effected without the its prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to consent. To the extent that the interests 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, Intermediate Holdings shall contribute the relevant Security Trustee are in conflict with those maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of such Grantor and (iii) all Indemnified Liabilities incurred by the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnities or any of them.

Indemnity. (a) Each of the Grantors The Trust shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees indemnify Indemnitee against all liabilities and expenses) , including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by it without negligence or bad faith on its part him in connection with the acceptance defense or administration disposition of any action, suit or other proceeding by the Trust or any other person, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent, except in respect of any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; provided, however, that as to any matter disposed of by a compromise payment by Indemnitee pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from counsel approved by the Trust to the effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of Indemnitee or unless a meeting of the Trustees at which a quorum consisting of Trustees who are not parties to or threatened with such action, suit or other proceeding shall make such a determination. The rights accruing to Indemnitee under this Agreement and its duties hereundershall not exclude any other right to which he may be lawfully entitled; provided, including however, that Indemnitee may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled only out of the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers Trust property. The Trust may make advance payments in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is soughtunder this Agreement, provided that Indemnitee shall have given a written undertaking to reimburse the failure Trust in the event it is subsequently determined that he is not entitled to provide notice shall only limit such indemnification. The level of the indemnification provided hereby shall be to the full extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice the net equity based on appraised and/or market value of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitor.

Indemnity. Tenant shall indemnify, protect, defend and save and hold Landlord, Landlord’s Agents (the “Indemnified Parties”) harmless from and against any and all losses, costs, liabilities, claims, judgments, liens, damages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, and reasonable investigation costs, incurred in connection with or arising from: (a) Each of any default by Tenant in the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise observance or performance of any of its powers the terms, covenants or duties hereunder and hold it harmless againstconditions of this Lease on Tenant’s part to be observed or performed, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice including Tenants obligations under Article 6 with respect to the applicable Grantor Ground Lease, (b) the use or occupancy or manner of use or occupancy of the Premises, the Buildings and the Property by Tenant and Tenant’s Agents or any claim for which indemnification is soughtperson claiming under Tenant, provided that (c) the failure to provide notice shall only limit condition of the indemnification provided hereby Premises, and any occurrence on the Premises, the Buildings or the Property from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Parties, and (d) any incremental expense acts or actual prejudice as a result omissions or negligence of Tenant or of Tenant’s Agents, in, on or about the Premises, the Buildings or the Common Area. In case any action or proceeding be brought, made or initiated against the Indemnified Parties relating to any matter covered by Tenant’s indemnification obligations under this Section or under Section 13.4, Tenant, upon notice from the Landlord, shall at its sole cost and expense, resist or defend such claim, action or proceeding by counsel approved by the Indemnified Parties. Notwithstanding the foregoing, each of the Indemnified Parties may retain its own counsel to defend or assist in defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such failure; and (ii) must not make any admissions counsel. Tenant’s obligations under this Section shall survive the expiration or earlier termination of liability or incur any significant expenses after receiving actual notice this Lease. Each of the claim or agree to any settlement without the written consent Indemnified Parties is an intended third-party beneficiary of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor this Section 14.1 and shall be required entitled to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control enforce the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldprovisions hereof.

Indemnity. (a) Each Unless an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to assume the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance defense of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim action for which indemnification is sought, provided that sought hereunder with counsel or its choice at its expense (in which case the failure to provide notice Company shall only limit not thereafter be responsible for the indemnification provided hereby to the extent fees and expenses of any incremental expense or actual prejudice separate counsel retained by an Indemnitee except as a result of set forth below); provided, however, that such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor counsel shall be required reasonably satisfactory to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faitheach such Indemnitee. Each Notwithstanding each Grantor, as applicable, may, in its sole discretion, and at its expense, control ’s election to assume the defense of the claim includingsuch action, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person each Indemnitee shall have the right to approve employ separate counsel and to participate in the defense of such action, and such Grantor shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel designated chosen by such Grantor to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both such Grantor and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to such Grantor (in which such Grantor shall not have the right to assume the defense or such action on behalf of such Indemnitee), (iii) such Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) such Grantor shall authorize such Indemnitee to employ separate counsel at such Grantor’s expense. Each Grantor will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without such Grantor’s consent, which consent shall may not be unreasonably withheldwithheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee.

Indemnity. (a) Each of the Grantors shall indemnify, defend The Borrowers agree to indemnify and hold harmless each Security Trustee (the Lenders and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Lenders in investigating or bad faith on its part preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of the Borrowers to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Lenders hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that the Borrowers shall have no obligation under this Section to the Lender with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Lender. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. The Borrowers may at their own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right Indemnified Party believes it reasonably prudent to approve the counsel designated by protect such Grantor which consent shall not be unreasonably withheldIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) Each 13.1 IP indemnity: [User note: The scope of the Grantors shall indemnifyindemnity and any other indemnity provided by the Company will depend on the negotiating power of the parties, defend e.g. in some circumstances the Distributor may require an indemnity to cover use of the Products by the Customers in accordance with the Agreement and hold harmless each Security Trustee (and its officersthe Minimum Terms. Where you are supplying the Products overseas, directorsparticularly in a crowded market, employees, representatives and agents) you should consider seeking local advice on the scope of this indemnity.] a The Company indemnifies the Distributor from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers proceeding brought against the Distributor in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby Territory to the extent that claim or proceeding alleges that the sale of any incremental expense the Products [or actual prejudice as the use of the Brands] by the Distributor in accordance with the Agreement constitutes an infringement of a result third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity in this clause is subject to the Distributor: i promptly notifying the Company of such failurethe IP Claim; ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Company’s prior written consent; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of iii giving the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be Company complete authority and information required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee Company to conduct and/or settle the negotiations and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) litigation relating to the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel IP Claim. The costs incurred or recovered are for the indemnified person Company’s account. b The indemnity in clause 13.1a does not apply to the extent that the interests IP Claim arises from or in connection with the conduct of the relevant Security Trustee are Business in conflict with those breach of such Grantor and (iii) the indemnified person shall have Agreement, including: i the right supply or distribution of the Products [or use of the Brands] outside the Territory; or ii any warranty given or representation made by the Distributor to approve a Customer or prospective Customer in breach of clause 12.3. c Without limiting the counsel designated by such Grantor which consent shall not indemnity in clause 13.1a, if at any time an IP Claim is made, or in the Company’s opinion is likely to be unreasonably withheldmade, then in defence or settlement of the IP Claim, the Company may modify or replace the items the subject of the IP Claim so they become non-infringing.

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) Each (to the extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of the Grantors shall indemnifyParent Borrower to do so as and to the extent provided herein), defend and hold harmless each Security Trustee ratably according to their respective Letter of Credit Percentages in effect on the date on which indemnification is sought under this Section 3.10 (and its officersor, directorsif indemnification is sought after the date upon which the Letter of Credit Commitments have been terminated, employeesratably in accordance with their Letter of Credit Percentages immediately prior to such date), representatives and agents) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the termination of the Letter of Credit Commitments) be imposed on, incurred by or asserted against the Issuing Lenders (or any Affiliate thereof) in any way relating to or arising out of this Agreement, any loss, liability of the other Loan Documents or expense the transactions contemplated hereby or thereby or any action taken or omitted by any Issuing Lender (including reasonable legal fees and expensesor any Affiliate thereof) incurred by it without negligence under or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance foregoing; provided that no L/C Participant shall be liable for the payment of any portion of its powers such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby disbursements to the extent of any incremental expense arising from the gross negligence or actual prejudice as a result willful misconduct of such failure; and Issuing Lender (iior any Affiliate thereof). The obligations to indemnify each Issuing Lender (or any Affiliate thereof) must not make any admissions shall be ratable among the L/C Participants in accordance with their Letter of liability or incur any significant expenses after receiving actual notice Credit Percentages. The agreements in this Section 3.10 shall survive the termination of the claim or agree to any settlement without the written consent Letter of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldCredit Commitments.

Indemnity. Writer hereby indemnifies, saves and holds Publisher, his or her successors and assigns, harmless from any and all liability, claims, demands, losses and damages (aincluding counsel fees and court costs) Each arising out of or connected with any claim or action by a third party which is inconsistent with any of the Grantors warranties, representations or agreements made by Writer in this Agreement, and Writer shall indemnifyreimburse Publisher, defend and hold harmless each Security Trustee (and its officerson demand, directors, employees, representatives and agents) from and against, for any loss, liability cost, expense or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration damage to which said indemnity applies. Publisher shall give Writer prompt written notice of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred action covered by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretionsaid indemnity, and Writer shall have the right, at its Writer's expense, control to participate in the defense of any such claim or action with counsel of Writer's choice. Pending the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals disposition of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personsuch claim or action, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person Publisher shall have the right to approve withhold payment of such portion of any monies which may be payable by Publisher to Writer under this Agreement or under any other agreement between Writer & Publisher or its affiliates as shall be reasonable related to the amount of the claim and estimated counsel designated fees and costs. If Publisher shall settle or compromise any such claim or action, the foregoing indemnity shall cover only that portion (if any) of the settlement or compromise which shall have been approved in writing by Writer, and Writer hereby agrees not unreasonably to withhold any such Grantor approval. Notwithstanding the foregoing, if Writer shall withhold approval of any settlement or compromise which consent Publisher is willing to make upon advice of counsel and in its best business judgment, Writer shall not thereupon deliver to Publisher an indemnity or surety bond, in form satisfactory to Publisher, which shall cover the amount of the claim and estimated counsel fees and costs, and if Writer shall fair to deliver such bond within ten (10) business days, Writer shall be unreasonably withhelddeemed to have approved of said settlement or compromise.

Indemnity. (a) Each For a period of 12 months following the Grantors date hereof, the Purchaser shall indemnifyindemnify the Vendors and the Vendors shall indemnify the Purchaser, defend its subsidiaries and hold harmless each Security Trustee (and its their respective officers, directorsdirectors and employees (to the extent that such persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, employeesliabilities, representatives damages, claims, costs, expenses, interest awards, judgments and agents) from penalties, including any adverse tax consequences, out-of-pocket costs and againstexpenses, any loss, liability or expense (including reasonable out-of-pocket legal fees and expenses) disbursements, suffered or incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of (i) any breach by the applicable party of such failure; party’s representations and warranties and (ii) must any non-performance by the applicable party of such party’s covenants or agreements contained in this Agreement. The indemnified party shall give notice in writing to the indemnifying party as soon as practicable upon being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document commencing, threatening or continuing any claim (each, a “Claim”) involving the indemnified party which may result in a claim for indemnification under this Section 13, and the indemnifying party agrees to give the indemnified party notice in writing as soon as practicable upon it being served with any Claim involving the indemnified party. Such notice shall include a description of the Claim, a summary of the facts giving rise to the Claim and, if possible, an estimate of any potential liability arising under the Claim. Failure by the indemnified party to so notify the indemnifying party of any Claim shall not make any admissions of relieve the indemnifying party from liability or incur any significant expenses under this Section 13 except to the extent that the failure materially prejudices the indemnifying party. Promptly after receiving actual written notice from the indemnified party of any Claim (other than a Claim by or on behalf of the claim or agree indemnifying party to any settlement without procure a judgment in its favour against the written consent of indemnified party), unless the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, mayindemnified party elects otherwise, in its sole discretion, and at its expense, control the defense indemnifying party shall in a timely manner assume conduct of the claim defence thereof and retain counsel on behalf of the indemnified party who is reasonably satisfactory to the indemnified party, to represent the indemnified party in respect of the Claim. The indemnified party consents to the conduct thereof and of any action taken by the indemnifying party, in good faith, in connection therewith, and the indemnified party shall fully cooperate in such defence including, without limitation, designating counsel the provision of documents, attending examinations for discovery, making affidavits, meeting with counsel, testifying and divulging to the relevant Security Trustee indemnifying party all information reasonably required to defend or prosecute the Claim. In the event that the indemnified party elects to assume conduct of the defence on its own behalf, the indemnified party shall promptly following the indemnifying party’s reasonable request, consult with the indemnified party and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals keep the indemnifying party apprised of the progress in respect of any claimClaim; provided provided, however, that (i) failure by the applicable Grantor may not agree indemnified party to any settlement involving any indemnified person that contains any element other than so keep the payment of money and complete indemnification indemnifying party apprised of the progress of any Claim shall not relieve the indemnifying party from liability under this Section 13 except to the extent that the failure materially prejudices the indemnifying party. No admission of liability with respect to the indemnified person party shall be made by either the indemnifying party or the indemnified party without the prior written consent of the affected other party, such consent not to be unreasonably withheld or delayed, unless such settlement includes an unconditional general release of the indemnified personparty without any admission of negligence, misconduct, liability or responsibility by the indemnified party. Once the validity and amount of an indemnity claim has been finally determined (iithe “Claim Amount”) by agreement between the applicable Grantor shall engage indemnifying party and the indemnified party or by binding, final and non-appealable determination or settlement, then the indemnifying party will promptly pay the expenses of separate counsel for Claim Amount to the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldparty.

Indemnity. (a) Each of the Grantors shall You agree to indemnify, defend and hold harmless each Security Trustee (and Thawte, its directors, shareholders, officers, directorsagents, employees, representatives successors and agents) assigns from any and againstall third party claims, any losssuits, liability or expense proceedings, judgments, damages, and costs (including reasonable legal attorney's fees and expenses) incurred arising from (i) the breach of any of your warranties, representations and obligations under this Agreement, (ii) any falsehoods or misrepresentations of fact you make on the Certificate Application, (iii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by it without negligence you, (iv) failure to disclose a material fact on the Certificate Application if the misrepresentation or bad faith on its part omission was made negligently or with intent to deceive any party, or (v) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. Thawte shall promptly notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements); provided however, that (a) you keep Thawte informed of, and consult with Thawte in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result progress of such failurelitigation or settlement; and (iib) must you shall not make have any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement right, without the Thawte’s written consent of the applicable Grantorconsent, which consent shall not be unreasonably withheld. No Grantor shall be required withhold, to reimburse settle any expense such claim if such settlement arises from or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals is part of any claimcriminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of Thawte, or requires any specific performance or non-pecuniary remedy by Thawte; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iiic) the indemnified person Thawte shall have the right to approve participate in the defense of a claim with counsel designated by such Grantor which consent shall not be unreasonably withheld.of its choice at its own expense. The terms of this Section 15 will survive any termination of this Agreement. As a Relying Party, you agree to indemnify, defend and hold harmless Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorney's fees and expenses) arising from

Indemnity. (a) Each In addition to the payment of expenses pursuant to subsection 10.1, whether or not the Grantors transactions contemplated hereby shall be consummated, Borrower agrees to indemnify, defend pay and hold harmless Agent and each Security Trustee (Lender and its any holder of any Notes and the officers, directors, employees, representatives agents, consultants, accountants, auditors, persons engaged by Agent or any Lender or holder of any Note to evaluate or monitor the Collateral, affiliates and agentsattorneys of Agent, Lender and such holders (collectively called the "Indemnitees") harmless from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any loss, liability kind or expense nature whatsoever (including the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with the acceptance any investigative, administrative or administration judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the Recapitalization or the other transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and its duties each Lender's agreement to make the Loans hereunder, including the costs and expenses use or intended use of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance proceeds of any of its powers the Loans or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor exercise of any claim for which indemnification is sought, provided that right or remedy hereunder or under the failure to provide notice shall only limit other Loan Documents (the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim"Indemnified Liabilities"); provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the right to approve the counsel designated gross negligence or willful misconduct of that Indemnitee as determined by such Grantor which consent shall not be unreasonably withhelda court of competent jurisdiction.

Indemnity. Tenant shall indemnify, protect, defend and save and hold Landlord, Landlord’s Agents (the “Indemnified Parties”) harmless from and against any and all losses, costs, liabilities, claims, judgments, liens, damages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, and reasonable investigation costs, incurred in connection with or arising from: (a) Each of any default by Tenant in the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise observance or performance of any of its powers the terms, covenants or duties hereunder and hold it harmless againstconditions of this Lease on Tenant’s part to be observed or performed, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice including Tenants obligations under Article 6 with respect to the applicable Grantor Ground Lease, (b) the use or occupancy or manner of use or occupancy of the Premises, the Building and the Property by Tenant and Tenant’s Agents or any claim for which indemnification is soughtperson claiming under Tenant, provided that (c) the failure to provide notice shall only limit condition of the indemnification provided hereby Premises, and any occurrence on the Premises, the Building or the Property from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of any incremental expense or actual prejudice as a result of such failure; the Indemnified Parties, and (iid) must not make any admissions negligence of liability Tenant or incur of Tenant’s Agents, in, on or about the Premises, the Building or the Common Area. In case any significant expenses after receiving actual notice of action or proceeding be brought, made or initiated against the claim or agree Indemnified Parties relating to any settlement without matter covered by Tenant’s indemnification obligations under this Section or under Section 13.4, Tenant, upon notice from the written consent of the applicable GrantorLandlord, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in at its sole discretion, cost and at its expense, control resist or defend such claim, action or proceeding by counsel approved by the defense of Indemnified Parties. Notwithstanding the claim includingforegoing, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests any Indemnified Party reasonably believes a conflict of interest exists between such Indemnified Party and any other Indemnified Party, each of the relevant Security Trustee are Indemnified Parties may retain its own counsel to defend or assist in conflict with those defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such Grantor counsel. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. Each of the Indemnified Parties is an intended third-party beneficiary of this Section 14.1 and (iii) shall be entitled to enforce the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldprovisions hereof.

Indemnity. (a) Each of The Recipient releases the Grantors Village from, and covenants and agrees that the Village shall not be liable for, and covenants and agrees to defend, indemnify, defend and hold harmless each Security Trustee (the Village and its elected and appointed officials, officers, directors, employees, representatives and agents) agents from and againstagainst any and all losses, claims, damages, liabilities, investigations, or expenses, of every conceivable kind, character and nature whatsoever arising out of, resulting from or in any loss, liability way connected with directly or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection indirectly with the acceptance Improvements, the Property, or administration of this Agreement and its duties hereunderthe Agreement, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person actions or claims arising from or related to the extent that Prevailing Wage Act (820 ILCS 30/0.01, et seq.) (“Act”). The Recipient further covenants and agrees to pay for or reimburse the interests Village and its elected and appointed officials, officers, employees, and agents for any and all costs, reasonable attorney’s fees, liabilities, and expenses incurred in connection with investigating, defending against, or otherwise in connection with any such losses, claims, damages, liabilities, investigations, or causes of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person action. The Village shall have the right to select legal counsel and to approve any settlement in connection with such losses, claims, damages, liabilities, or causes of action. The provisions of this section shall survive this Agreement’s voluntary or involuntary termination. The Recipient understands and acknowledges that, depending on how the counsel designated Recipient uses the Award, the Award and any work or labor the Recipient purchases with the Award may become subject to the Act. The Recipient covenants and agrees to comply, and to contractually obligate and cause its construction manager, any general contractor, each subcontractor or other applicable entity or person to comply with the applicable requirements of the Act. All contracts subject to the Act shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the prevailing wage rates are revised, the revised rates shall apply to all such contracts. The Recipient shall provide the Village with copies of all such contracts entered into by the Recipient or others to evidence compliance with this Section. The Recipient together with its contractors, subcontractors, agents, employees and others may be obligated to provide such Grantor which consent shall not be unreasonably withhelddocuments, information and certifications, including appropriate payroll certifications, as are necessary to comply with the Act. The Recipient will maintain segregated accounting records detailing expenses incurred and paid for with public and private funds.

Indemnity. (a) Each Unless otherwise provided under this Agreement, if Party B fails to perform all of its obligations under this Agreement or discontinues to perform its obligations under this Agreement and, in each case, fails to correct such failure or discontinuance within 30 days upon its receipt of notice from the other Party, or if any of Party B’s representations or warranties is untrue, it will constitute a breach of this Agreement. If any of the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part Parties is in connection with the acceptance or administration breach of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers representations or warranties under this Agreement, the non-breaching Party may request correction of such breach by the breaching Party within 10 days upon receipt of a requesting notice in connection with writing, take effective and prompt measures to prevent occurrence of any damages, and continue to perform this Agreement. Upon occurrence of any damages, the exercise or breaching Party will indemnify the non-breaching Party for any entitlement receivable by the non-breaching Party from its performance of this Agreement. The breaching Party will indemnify the non-breaching Party for any of its powers or duties hereunder and hold it harmless against, any lossexpense, liability or reasonable expense loss (including without limitations any loss of profit, loss of interest or legal fees) incurred without negligence or bad faith on by the non-breaching Party due to its partbreach of this Agreement. Each Security Trustee (i) must provide reasonably prompt notice The aggregate indemnity payable by the breaching Party to the applicable Grantor non-breaching Party will be commensurate with the loss incurred due to such breach. Such indemnity will include the benefit due to the non-breaching Party from its performance of this Agreement, provided it will be exceed the reasonable expectation of each of the Parties. Party B will be held liable for any claim arising from its failure to follow Party A’s instruction, or its inappropriate use of Party A’s intellectual properties, or its technical misconduct. Party B will immediately notify Party A of any claim for which indemnification unauthorized use of Party A’s intellectual properties to its knowledge and provide support to Party A in taking any action. If each of the Parties is soughtin breach of this Agreement, provided that the failure to provide notice shall only limit the indemnification provided hereby amount of indemnity payable by each of them will be determined according to the extent level of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldtheir respective breach.

Indemnity. (a) Each of As further consideration for Xxxxxx Xxxxx providing the Grantors shall indemnifyservices to the Board as set out in the Engagement Letter, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) the Board agrees to indemnify Xxxxxx Xxxxx from and againstagainst all losses arising out of, or in connection with, the engagement or otherwise, by reason of, or in connection with any loss, liability other matter or expense (including reasonable legal fees activities referred to as contemplated in the Engagement Letter which Xxxxxx Xxxxx may suffer or incur in any jurisdiction. All costs and expenses) expenses incurred by it without negligence or bad faith Xxxxxx Xxxxx will be reimbursed by the Board promptly on its part demand, including any reasonable costs incurred in connection with the acceptance investigation of, preparation for, or administration defence of this Agreement and its duties hereunder, including any pending or threatened litigation or claim within the costs and expenses terms of defending itself against any claim or liability and of complying with any process served upon it the indemnity or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its partmatter incidental thereto. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall The Board will not be unreasonably withheld. No Grantor shall be required to reimburse responsible for any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person losses to the extent that they arise from, or have resulted from, the interests negligence of Xxxxxx Xxxxx or from the knowing disregard of matters of which Xxxxxx Xxxxx, or its partners, Directors, managers or employees had actual knowledge, or from Xxxxxx Xxxxx’x bad faith or wilful default. This indemnity will be in addition to any rights that Xxxxxx Xxxxx may have at common law or otherwise (including, but not limited to, any right of contribution). If Xxxxxx Xxxxx becomes aware of any claim relevant for the purposes of the relevant Security Trustee are in conflict indemnity, we will promptly notify the Board of the claim and will, subject to being indemnified by you to our reasonable satisfaction against all losses, liabilities, claims, costs, charges and expenses suffered or incurred thereby, take, or procure to be taken, such action as the Board may reasonably request to avoid a dispute, resist, appeal, compromise or defend such a claim. Xxxxxx Xxxxx will provide the Board and its legal advisers with those such information and documentation relating to such claim as the Board may reasonably require. 5. Staffing of such Grantor the engagement and (iii) the indemnified person shall have working with third parties Xxxxxx Xxxxx reserves the right to approve choose the counsel designated by such Grantor which consent shall not be unreasonably withheldpersonnel to undertake the engagement on behalf of the Board and to change them as we consider necessary during the course of the engagement. Xxxxxx Xxxxx confirms that we will use staff with the appropriate level of expertise and experience for the type of work being undertaken in the engagement.

Indemnity. (a) Each of the Grantors The Parties shall jointly and severally indemnify, defend and hold save harmless each Security Trustee (the Escrow Agent and its officersaffiliates and their respective successors, assigns, directors, employeesofficers, representatives managers, attorneys, accountants, experts, agents and agentsemployees (the “indemnitees”) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee expenses (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating the reasonable fees and expenses of outside counsel for and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (a) the relevant Security Trustee Escrow Agent’s execution and controlling all negotiationsperformance of this Agreement, litigationtax reporting or withholding, arbitration, settlements, compromises and appeals the enforcement of any claim; provided that (i) the applicable Grantor rights or remedies under or in connection with this Agreement, or as may not agree to arise by reason of any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification act, omission or error of the indemnified person without indemnitee, except in the prior written consent case of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the interests gross negligence or willful misconduct of such indemnitee, or (b) its following any instructions or other directions, whether joint or singular, from the Parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the relevant Security Trustee are in conflict with those Escrow Agent or the termination of such Grantor this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and (iii) security interest in, the indemnified person shall have Fund for the right to approve payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the counsel designated by such Grantor which consent foregoing, the Escrow Agent is expressly authorized and directed, but shall not be unreasonably withheldobligated, to charge against and withdraw from the Escrow for its own account or for the account of an indemnitee any amounts finally determined to be due to the Escrow Agent or to an indemnitee under this Section 9. The obligations contained in this Section 9 shall survive the termination of this Agreement and the resignation, replacement or removal of the Escrow Agent.

Indemnity. In addition to the payment of expenses pursuant to the terms and conditions of Section 8.2 hereof, whether or not the transactions contemplated hereby shall be consummated, Borrower (aan “Indemnitor”) Each of the Grantors shall agrees to indemnify, defend pay, and hold harmless each Security Trustee (Lender and its any holder of a Note, and the officers, directors, employees, representatives agents, and agentsAffiliates of Lender and such holders (collectively, the “Indemnitees”) harmless from and againstagainst any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any losskind or nature whatsoever (including, liability or expense (including without limitation the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of one counsel for such Indemnitees in connection with the acceptance any investigative, administrative or administration judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement and its duties hereunderAgreement, including the costs and expenses other Loan Documents, Lender’s agreement to make the Loans or the use or intended use of defending itself against the proceeds of the Loans hereunder (the “Indemnified Liabilities”), except to the extent that any such Indemnified Liabilities arose at the result of Lender’s or any other Indemnitee’s gross negligence or willful misconduct. Each Indemnitee shall give the Indemnitor prompt written notice of any claim or liability that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge: provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and of complying with then solely to the extent) the Indemnitor is prejudiced, The Indemnitor shall have the right at any process served upon time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it or is responsible for indemnification hereunder (provided that the Indemnitor will not settle any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred such claim without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the appropriate Indemnitee’s prior written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall be required have stated in a writing delivered to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorthe Indemnitee that, as applicablebetween the Indemnitor and the Indemnitee, maythe Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein provided, in its sole discretion, and at its expense, that the Indemnitor shall not be entitled to control the defense of any claim in the claim including, without limitation, designating event that in the reasonable opinion of counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) Indemnitee there arc one or more material defenses available to the applicable Grantor may Indemnitee which are not agree available to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to Indemnitor. To the extent that the interests 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 relevant Security Trustee are in conflict with those maximum portion which it is permitted to pay and satisfy under applicable law, to the payment, and satisfaction of such Grantor and (iii) all Indemnified Liabilities incurred by the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitees or any of them.

Indemnity. (a) Each of The Company shall indemnify the Grantors shall indemnify, defend and hold harmless each Security Trustee (Manager and its officersmanagers, directors, employeesofficers, representatives employees and agentsagents (each such person, an “Indemnified Party”) from and againstagainst all losses, any lossclaims, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunderactions, including the costs suits, damages, penalties, judgments, liabilities and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating reasonable attorneys’ fees but excluding lost profits, consequential damages and other indirect or special damages and any costs and expenses attributable solely to administrative overheads) (collectively, “Losses”) which any of them may pay or incur arising out of or relating this Agreement or the services called for herein; provided, however, that such indemnity shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense attributable to the Manager or any other Indemnified Party as a result of the Indemnified Party’s gross negligence, willful misconduct or material breach of its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Party, the Company will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel for (which counsel shall be reasonably satisfactory to the relevant Security Trustee affected Indemnified Party) and controlling shall pay all negotiationscosts of defense as incurred; provided, litigationhowever, arbitrationthat if it is finally determined by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification hereunder, settlements, compromises and appeals the Indemnified Party shall immediately reimburse the Company all amounts spent by the Company in defense of such Indemnified Party. Each Indemnified Party shall immediately notify the Company of any claim; provided that (i) damage, loss, liability, cost or expense which the applicable Grantor may not agree Indemnified Party has determined has given or would give rise to any settlement involving any indemnified person that contains any element other than a right of indemnification under this Agreement and the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person Company shall have the exclusive right to approve compromise or defend any such liability or claim at its own expense, which decision shall be binding and conclusive upon the counsel designated by Indemnified Party. Failure to give such Grantor which consent notice shall not relieve the Company of its indemnity under this Agreement; provided, that the Company shall not be unreasonably withheldheld responsible for any damage, loss, liability, cost or expense resulting from the failure to give such notice or if such failure results in the forfeiture of substantive rights. The Company’s obligations under this Section 5(a) shall survive any termination of this Agreement.

Indemnity. (a) Each of the Grantors The Composer shall indemnify, defend at all times indemnify and hold harmless each Security Trustee (InStyle and its officers, directors, employees, representatives and agents) any licensee of InStyle from and againstagainst any and all claims, damages, demands, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any lossbreach or alleged breach of any warranty, liability representation, covenant or expense (including agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable legal counsel fees and expenses) court costs incurred by it without negligence or bad faith on its part in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance Composer of any action commenced on such a claim within thirty (30) days of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its partthe date InStyle receives written notice of thereof. Each Security Trustee (i) must provide reasonably prompt notice to The Composer may participate in the applicable Grantor defense of any such claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice through counsel of the claim or agree to any settlement without Composer’s selection at the written consent of Composer’s own expense, but InStyle shall have the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, mayright at all times, in its InStyle’s sole discretion, and at its expense, to retain or resume control the defense of the claim including, without limitation, designating counsel for conduct of the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense. Pending the resolution of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person action or proceeding covered by this indemnity, InStyle shall have the right to approve withhold from Royalties otherwise becoming due to the counsel designated Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such Grantor which consent a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not be unreasonably withheldcontinue to withhold Royalties in connection therewith under this Section.

Indemnity. The District hereby assumes liability for, and hereby agrees (a) Each whether or not any of the Grantors shall transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless each Security Trustee (the Escrow Agent and its respective successors, assigns, agents, officers, directors, employeesemployees and servants, representatives and agents) from and againstagainst any and all liabilities, any lossobligations, liability or expense losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expensesdisbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by it the District or any other person under any other agreement or instrument, but without negligence double indemnity) in any way relating to or bad faith on arising out of the execution, delivery and performance of its part Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in connection accordance with the acceptance or administration provisions of this Agreement and its duties hereunderAgreement; provided, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless againsthowever, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent District shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity indemnify the Escrow Agent against any loss or liability incurred by any Security Trustee through the Escrow Agent’s own negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control willful misconduct or the defense negligent or willful misconduct of the claim includingEscrow Agent’s respective successors, without limitationassigns, designating counsel for agents and employees or the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals breach by the Escrow Agent of any claim; provided that (i) the applicable Grantor may not agree terms of this Agreement. In no event shall the District or the Escrow Agent be liable to any settlement involving any indemnified person that contains any element by reason of the transactions contemplated hereby other than to each other as set forth in this section. The indemnities contained in this section shall survive the payment termination of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldthis Agreement.

Indemnity. (a) Each of the Grantors Tenant shall indemnify, defend and hold harmless each Security Trustee (Landlord, Arden Realty, Inc., Arden Realty Limited Partnership, their subsidiaries, partners, affiliates and its their respective officers, directors, employeesemployees and contractors (collectively, representatives "LANDLORD PARTIES") harmless from any and agents) all claims arising from Tenant's use of the Premises or the Projector from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Premises or the Project and shall further indemnify, defend and hold Landlord and the Landlord Parties harmless from and against, against any loss, liability and all claims arising from any breach or expense (including reasonable legal fees and expenses) incurred by it without default in the performance of any obligation on Tenant's part to be performed under this Lease or arising from any negligence or bad faith on its part in connection with the acceptance or administration willful misconduct of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Tenant or any of its officers agents, contractors, employees or invitees, patrons, customers or members in or about the Project and from any and all costs, attorneys' fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection with therewith. However, notwithstanding the exercise or performance of any of its powers or duties hereunder and foregoing, Tenant shall not be required to indemnify and/or hold it Landlord harmless against, from any loss, liability cost, liability, damage or reasonable expense incurred without negligence expense, including, but not limited to, penalties, fines, attorneys' fees or bad faith on its part. Each Security Trustee costs (i) must provide reasonably prompt notice collectively, "CLAIMS"), to the applicable Grantor of any claim for which indemnification is soughtperson, provided that the failure to provide notice shall only limit the indemnification provided hereby property or entity to the extent resulting from the negligence or willful misconduct of any incremental expense Landlord or actual prejudice as a result of such failure; its agents, contractors, or employees (except for damage to the Tenant Improvements and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of Tenant's personal property, fixtures, furniture and equipment in the claim or agree to any settlement without the written consent of the applicable Grantor, Premises in which consent shall not be unreasonably withheld. No Grantor case Tenant shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease). Landlord hereby indemnifies Tenant and holds Tenant harmless from any Claims to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees; provided, however, that because Landlord maintains insurance on the interests Project and Tenant compensates Landlord for such insurance as part of Tenant's Proportionate Share of Direct Costs and because of the relevant Security Trustee are existence of waivers of subrogation set forth in conflict with Article 14 of this Lease, Landlord hereby indemnifies and holds Tenant harmless from any Claims to any property outside of the Premises to the extent such Claim is covered by such insurance, even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees. Similarly, since Tenant must carry insurance pursuant to Article 14 to cover its personal property within the Premises and the Tenant Improvements, Tenant hereby indemnifies and holds Landlord harmless from any Claim to any property within the Premises, to the extent such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated Claim is covered by such Grantor which consent shall not be unreasonably withheldinsurance, even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord and the Landlord Parties, excepting where the damage is caused solely by the gross negligence or willful misconduct of Landlord or of Landlord Parties.

Indemnity. (a) Each of the Grantors The Company shall indemnify, defend indemnify and hold harmless each Security Trustee Subscriber (and its to the extent a seller under the Registration Statement), the officers, directors, employeesagents and employees of Subscriber, representatives each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and agents) each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and againstagainst any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees of one law firm) and expenses (collectively, “Losses”) caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any lossprospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, liability or expense any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (including reasonable legal fees and expensesin the case of any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) incurred not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information furnished in writing to the Company by it without negligence or bad faith on its part behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the acceptance or administration transactions contemplated by this Section 8 of this Agreement which the Company is aware. Such indemnity shall remain in full force and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance effect regardless of any investigation made by or on behalf of its powers or duties hereunder an indemnified party and hold it harmless againstshall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice the Company’s indemnification obligations shall not apply to the applicable Grantor amounts paid in settlement of any claim for which indemnification Losses or action if such settlement is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement effected without the prior written consent of the applicable Grantor, Company (which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense , conditioned or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withhelddelayed).

Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (a) Each whether or not any of the Grantors shall transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless each Security Trustee (the Escrow Bank and its officersrespective successors, directorsassigns, employeesagents, representatives employees and agents) servants, from and againstagainst any and all liabilities, any lossobligations, liability or expense losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expensesdisbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by it the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or bad faith on its part willful misconduct or the negligence or willful misconduct of the Escrow Bank’s respective employees or the willful breach by the Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in connection with this Section. The indemnities contained in this Section shall survive the acceptance or administration termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim resignation or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice removal of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldEscrow Bank.

Indemnity. (a) Each In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Grantors Company will indemnify the Indemnitee, his executors, administrators or assigns, to the fullest extent permitted by applicable law, as soon as practicable but in any event no later than sixty days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding. If so requested by the Indemnitee, the Company shall indemnifyadvance, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and againstto the fullest extent permitted by applicable law, any loss, liability or expense (including reasonable legal fees and expenses) all Expenses incurred by it without negligence Indemnitee in connection with any Proceeding to the Indemnitee (an “Expense Advance”), and such advancement shall be made as soon as reasonably practicable, but in any event no later than thirty days, after the receipt by the Company of a written statement or bad faith on its part statements requesting such advances from time to time. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee unless the Board of Directors has authorized or consented to the initiation of such Proceeding or such Proceeding seeks to enforce the Indemnitee’s rights hereunder; provided, that the foregoing shall not limit the Indemnitee’s right to indemnification hereunder in connection with the acceptance or administration defense of any counterclaims brought against the Indemnitee in a Proceeding initiated by the Indemnitee; and, provided, further, that for purposes of this Agreement and its duties hereunderAgreement, including non-frivolous counterclaims, impleadings or other responsive or defensive actions by the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent Indemnitee shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred deemed Proceedings initiated by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitee.

Indemnity. (a) Each of the Grantors Parties shall jointly and severally indemnify, defend and hold save harmless each Security Trustee (the Escrow Agent and its officersaffiliates and their respective successors, assigns, directors, employeesofficers, representatives agents and agentsemployees (the “Indemnitees”) from and againstagainst any and all losses, any lossdamages, liability claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expense expenses (including the reasonable legal fees and expensesexpenses of in house or one outside counsel and experts and their staffs and all expense of document location, duplication and shipment) incurred by it without negligence (collectively “Escrow Agent Losses”) arising out of or bad faith on its part in connection with (a) the acceptance or administration Escrow Agent’s execution and performance of this Agreement and its duties hereunderAgreement, including tax reporting or withholding, the costs and expenses enforcement of defending itself against any claim rights or liability and of complying with any process served upon it remedies under or any of its officers in connection with the exercise this Agreement, or performance as may arise by reason of any of its powers act, omission or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice error of the claim or agree to any settlement without the written consent of the applicable GrantorIndemnitee, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person except to the extent that such Escrow Agent Losses have been caused by the interests bad faith, gross negligence or willful misconduct of the relevant Security Trustee are in conflict with those Escrow Agent or any such Indemnitee, or (b) its following any instructions or other directions from Buyer or Holdings, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of such Grantor the Escrow Agent or the termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and (iii) security interest in, the indemnified person shall have Escrow Fund for the right to approve payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the counsel designated by such Grantor which consent foregoing, the Escrow Agent is expressly authorized and directed, but shall not be unreasonably withheldobligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Buyer and Holdings agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyer and one-half by Holdings. The provisions of this Section 8 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (a) Each whether or not any of the Grantors shall transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless each Security Trustee (the Escrow Bank and its officersrespective successors, directorsassigns, employeesagents, representatives employees and agents) servants, from and againstagainst any and all liabilities, any lossobligations, liability or expense losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expensesdisbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by it the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein, the retention of the funds and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or bad faith on its part willful misconduct or the negligence or willful misconduct of the Escrow Bank’s respective employees or the willful breach by the Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in connection with this Section. The indemnities contained in this Section shall survive the acceptance or administration termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim resignation or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice removal of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldEscrow Bank.

Indemnity. (a) Each of the Grantors The Issuer shall indemnify, defend and hold harmless each the Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its parthereunder. Each The Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor Issuer of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable GrantorIssuer, which consent shall not be unreasonably withheld. No Grantor The Issuer shall not be required to reimburse any expense or indemnity indemnify against any loss or liability incurred by any the Security Trustee through negligence or bad faith. Each Grantor, as applicable, The Issuer may, in its sole discretion, discretion and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor Issuer may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor Issuer shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor the Issuer and (iii) the indemnified person shall have the right to approve disapprove the counsel designated by such Grantor the Issuer which consent disapproval shall not be unreasonably withheldgiven.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 9.02, the Grantors shall Borrower agrees to indemnify, defend pay and hold harmless each Security Trustee the Administrative Agent (and its officersany sub-agent thereof), directorsthe Arranger, employees, representatives each Lender and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance each Related Party of any of its powers or duties hereunder the foregoing (each, an “Indemnitee”), from and hold it harmless against, against any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby Indemnified Liabilities to the extent of any incremental expense such Indemnified Liabilities arise from (x) the gross negligence or actual prejudice as a result willful misconduct of such failure; and Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent of the applicable Grantor, which (such consent shall not to be unreasonably withheldwithheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to To the extent that the interests undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the relevant Security Trustee are in conflict with those Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of such Grantor and (iii) the indemnified person all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.payable promptly after written demand therefor. This Section

Indemnity. Each Party (a"Indemnitor") Each of the Grantors shall indemnify, defend will indemnify and hold the other Party ("Indemnitee") harmless each Security Trustee (and its officersfrom any third party claim, directorsallegation, employeeslawsuit, representatives and agents) from and against, any loss, liability liability, damage, settlement or expense judgment (including reasonable legal attorneys' fees and expensescourt costs) incurred by it without negligence imposed against Indemnitee, its directors, officers, partners, and employees, arising out of or bad faith on its part in connection with the acceptance negligent acts or administration omissions of Indemnitor, its employees or agents, in carrying out Indemnitor's duties under this Agreement and all applicable WasteStream QL Schedules; provided, that this Section will not apply if the occurrence for which Indemnitee seeks indemnification was proximately caused by Indemnitee's sole negligence, and that this Section will not operate to waive either Party's rights under any worker's compensation act, disability benefits act, or other employee benefits acts, whether in tort, contract, or otherwise. Additionally, Aduromed (with counsel of Aduromed's choice that is reasonably acceptable to ARAMARK) agrees to indemnify and hold ARAMARK harmless from any third party liability (including reasonable attorneys' fees and court costs) imposed against ARAMARK, its directors, officers, partners, and employees, by reason of any third party claim, allegation, lawsuit, loss, liability, damage, settlement or judgment (including reasonable attorneys' fees and court costs) imposed against ARAMARK, its directors, officers, partners, and employees, by reason of any claim or allegation that such loss or injury was caused, in whole or in part, arising out of or in connection with: (1) a breach by Aduromed, its employees, contractors, or agents, of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any WasteStream QL Schedule; (2) a defect in any Product supplied under this Agreement or any WasteStream QL Schedule; or (3) the design, manufacture, preparation, or packaging of its officers in connection a Product supplied under this Agreement or any WasteStream QL Schedule. Each Party agrees to provide the other Party with prompt written notice of all losses or claims for which it will seek indemnity under this Agreement. Each Party agrees to cooperate fully with the exercise or performance other Party in the investigation, defense and settlement of any of its powers or duties hereunder all such losses and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldclaims.

Indemnity. (a) Each 1. In connection with the Company’s engagement of Wxxxxxxxxx hereunder, the Grantors shall indemnify, defend Company hereby agrees to indemnify and hold harmless each Security Trustee (Wxxxxxxxxx and its officersaffiliates, and the respective controlling persons, directors, employeesofficers, representatives members, shareholders, agents and agents) employees of any of the foregoing (collectively the “Indemnified Persons”), from and againstagainst any and all claims, any lossactions, liability or expense suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable legal fees and expensesexpenses of one counsel in addition to one local counsel per jurisdiction, if applicable), as incurred, whether or not the Company is a party thereto (collectively a “Claim”), that are (A) incurred related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made except in respect of information furnished by it without negligence Wxxxxxxxxx to the Company specifically for inclusion in the relevant prospectus publicly filed in connection with an Offering (“Wxxxxxxxxx Information”)) by the Company, or bad faith on its part (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the acceptance Company’s engagement of Wxxxxxxxxx, or administration (B) otherwise relate to or arise out of this Agreement Wxxxxxxxxx’x activities on the Company’s behalf under Wxxxxxxxxx’x engagement, and its duties hereunder, the Company shall reimburse any Indemnified Person for all expenses (including the costs reasonable fees and expenses of one counsel in addition to one local counsel per jurisdiction, if applicable) as incurred by such Indemnified Person in connection with investigating, preparing or defending itself against any claim such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the fraud, gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have any liability and of complying with any process served upon it to the Company for or any of its officers in connection with the exercise or performance Company’s engagement of Wxxxxxxxxx except for any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense Claim incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to by the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice Company as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable GrantorIndemnified Person’s fraud, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through gross negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldwillful misconduct.

Indemnity. Each party (athe "Indemnifying Party") Each of shall indemnify the Grantors shall indemnifyother party (the "Indemnified Party") against any and all claims, defend losses, costs and hold harmless each Security Trustee (and its officersexpenses, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with attorneys' fees, which the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice Indemnified Party may incur as a result of such failure; and claims in any form by third parties arising from: (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (ix) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personIndemnifying Party's acts, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person omissions or misrepresentations to the extent that the interests Indemnifying Party is deemed an agent of the Indemnified Party, or (y) the Indemnifying Party's breach of its privacy policy. In addition, theglobe shall indemnify Boxlot against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Boxlot may incur as a result of claims in any form by third parties arising from the Page Templates or theglobe Marks. In addition, Boxlot shall indemnify theglobe against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by third parties arising from Boxlot Banners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12.1. The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the relevant Security Trustee are claim, (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in conflict with those the defense of such Grantor claim, and (iii) giving the indemnified person Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to approve participate in the counsel designated by such Grantor which consent shall not be unreasonably withhelddefense at its expense.

Indemnity. The Lender shall pay, defend, protect, indemnify and hold the Authorities and its directors, officers, counsel, advisors and agents, the City of Tucson and the Mayor and members of its City Council and agents and Pima County and the members of its Board of Supervisors and agents (aeach, an “Authority Indemnified Party”) Each harmless for, from and against any and all Liabilities directly or indirectly arising from or relating to any material failure on the part of the Grantors shall indemnifyLender to perform its services, defend duties and hold harmless each Security Trustee (obligations under the terms and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration provisions of this Agreement and the Program Guidelines. Paragraph (a) above intends to provide indemnification to Authority Indemnified Party for his or her active or passive negligence or misconduct; provided, however, that nothing in Paragraph (a) above shall be deemed to provide indemnification to any Authority Indemnified Party with respect to any Liabilities arising from the fraud, gross negligence or willful misconduct of such Authority’s Indemnified Party. Any party entitled to indemnification hereunder shall notify the Lender of the existence of any claim, demand or other matter to which the Lender’s indemnification obligation applies, and shall give the Lender a reasonable opportunity to defend the same at its duties hereunderown expense and with counsel satisfactory to the Authorities Indemnified Party, including provided that the Authorities Indemnified Party shall at all times also have the right to participate fully in the defense. If the Authorities Indemnified Party is advised in an opinion of counsel that there may be legal defenses available to it which are different from or in addition to those available to the Lender or if the Lender shall, after receiving notice of the Lender’s indemnification obligation and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to employ counsel for that purpose satisfactory to the Authorities Indemnified Party, the Authorities Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Lender. The Lender shall be responsible for the reasonable counsel fees, costs and expenses of defending itself against any claim or liability the Authorities Indemnified Party in conducting its defense. The Indemnified Parties and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless againstAuthorities Indemnified Parties, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment Authorities, shall be considered to be intended third-party beneficiaries of money this Agreement and complete indemnification the Program Guidelines for purposes of this Section. The provisions of this Section shall be in addition to all liability which the indemnified person without Lender may otherwise have and shall survive any termination of this Agreement and the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldProgram Guidelines.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 10.2, whether or not the Grantors transactions contemplated hereby shall be consummated, each Credit Party agrees to 173 1095171012\7\AMERICAS defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, defend pay and hold harmless each Security Trustee Agent (and its officerseach sub-agent thereof), directorseach Arranger, employeeseach Lender and each Issuing Bank and each of their respective Related Parties (each, representatives and agents) an “Indemnitee”), from and againstagainst any and all Indemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES 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 ANY INDEMNITEE; provided that no Credit Party shall have any lossobligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) have been found by a final, liability or expense non-appealable judgment of a court of competent jurisdiction to have resulted from (including reasonable legal fees and expensesA) incurred by it without negligence or the gross negligence, bad faith on or willful misconduct of such Indemnitee or its part Related Parties or (B) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents (provided, that with respect to Indemnified Liabilities arising out of claims, demands, suits, actions, investigations or proceedings commenced or threatened by a Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a material breach of the express obligations of such Indemnitee or its Related Parties under the provisions of Section 2.3 with respect to such Letter of Credit) or (ii) arise out of or in connection with any action, claim or proceeding not involving any act or omission of a Credit Party or the acceptance equityholders or administration Affiliates of this Agreement and its duties hereunder, including any Credit Party (or the costs and expenses Related Parties of defending itself any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any claim or liability and of complying with any process served upon it Agent or any of its officers in connection with the exercise Arranger (or performance any holder of any of its powers other title or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (irole) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to capacity as such). To the extent that the interests 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 relevant Security Trustee are in conflict with those 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 such Grantor and (iii) all Indemnified Liabilities incurred by the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitees or any of them.

Indemnity. To the maximum extent permitted by law, the District hereby assumes liability for, and hereby agrees (a) Each whether or not any of the Grantors shall transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless each Security Trustee (the Escrow Bank and its officersrespective successors, directorsassigns, employeesagents, representatives employees and agents) servants, from and againstagainst any and all liabilities, any lossobligations, liability or expense losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expensesdisbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by it the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities and any Substitute Investment Securities, the retention of the Investment Securities and any Substitute Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the District shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or bad faith on its part willful misconduct or the negligent or willful misconduct of the Escrow Bank’s respective successors, assigns, agents and employees or the breach by the Escrow Bank of the terms of this Agreement. In no event shall the District or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in connection with this section. The indemnities contained in this section shall survive the acceptance or administration termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim resignation or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice removal of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldEscrow Bank.

Indemnity. (a) Each of Anything in this Agreement to the Grantors shall contrary notwithstanding (including Section 10.01), the Purchaser hereby agrees to indemnify, defend and hold harmless each Security Trustee (the Seller and its officersAffiliates against and reimburse the Seller and its Affiliates for any Losses that the Seller and its Affiliates may at any time suffer or incur, directorsor become subject to, employees, representatives and agents) from and against, any loss, liability as a result or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with (i) any failure of the acceptance Purchaser or administration its Subsidiaries to comply with their obligations under any collective bargaining agreement listed in Section 3.13(c) of this Agreement and its duties hereunderthe Disclosure Schedule, including the costs and expenses of defending itself against (ii) any claim made by any Business Employee or liability and of complying with any process served upon it Former Business Employee against the Seller or any of its officers in connection with Affiliates for any severance or termination benefits pursuant to any Viacom Plan, (iii) any suit or claim of violation brought against the exercise Seller or performance of any of its powers Affiliates under the Workers Adjustment and Retraining Notification Act for any actions taken by the Purchaser or duties hereunder and hold it harmless againstits Subsidiaries on or after the Closing Date with respect to any facility, site of employment or operating unit, (iv) any losssuit or claim of violation brought against the Seller or any of its Affiliates under the continuation health care coverage requirement of COBRA for failure by the Purchaser to provide such continued coverage at the election of the Business Employees, liability Former Business Employees or reasonable expense incurred without negligence qualified beneficiaries or bad faith on its part. Each Security Trustee the failure to assume responsibility for ongoing COBRA obligations related to Former Business Employees or qualified beneficiaries of the Publishing Subsidiaries, (iv) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is soughtpayments of benefits by Former Business Employees, provided Business Employees, Retirees or their respective beneficiaries under any Viacom Plan that the failure Purchaser assumes or continues to provide notice shall only limit maintain after the indemnification provided hereby Closing Date or with respect to any benefit arrangement that the extent Purchaser has agreed hereunder to maintain for such individuals (or in which the Purchaser has agreed hereunder to permit such individuals to participate), (vi) any claim of employment discrimination by the Purchaser, including, but not limited to, discrimination in the Purchaser's hiring or termination of any incremental expense or actual prejudice as a result employees, (vii) any claim of such failure; wrongful discharge of any Business Employee (including constructive discharge) and (iiviii) must not make any admissions claim made by any Business Employee or any Former Business Employee against the Seller or any of liability or incur any significant expenses after receiving actual notice its Subsidiaries arising out of the claim payment or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the non-payment of money and complete indemnification of deferred benefits under the indemnified person without S&S EIP or VEIP, the prior written consent of S&S DCP or the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldParamount DCP.

Indemnity. (a) Each In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the Grantors shall transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Security Trustee Participant (collectively, the “Indemnitees” and its officers, directors, employees, representatives and agentsindividually as “Indemnitee”) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any losskind or nature whatsoever (including, liability or expense the reasonable and documented fees and disbursements of counsel for such Indemnitees (including reasonable legal fees and expensesthe allocated cost of internal counsel) incurred by it without negligence or bad faith on its part in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the acceptance Revolver Commitments, the use or administration intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and its duties the discharge of Borrower’s other obligations hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.

Indemnity. Each Pledgor jointly and severally agrees (ai) Each of the Grantors shall to indemnify, defend reimburse and hold harmless the Pledgee and each Security Trustee (other Secured Creditor and its officerstheir respective successors, directorsassigns, employees, representatives agents and agentsaffiliates (individually, an “Indemnitee”, and collectively, the “Indemnitees”) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder all obligations, damages, injuries, penalties, claims, demands, losses, judgments and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee liabilities (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel liabilities for the relevant Security Trustee penalties) of whatsoever kind or nature, and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’, agents’ and professional advisors’ fees and expenses, in each case arising out of or resulting from this Agreement or the applicable Grantor shall engage exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and pay the liabilities (including, without limitation, liabilities for penalties) or expenses of separate counsel whatsoever kind or nature to the extent incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the indemnified person terms hereof. If and to the extent that the interests obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the relevant Security Trustee are in conflict with those maximum contribution to the payment and satisfaction of such Grantor obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and (iii) effect notwithstanding the indemnified person shall have full payment of all the right to approve Notes issued under the counsel designated by such Grantor which consent shall not be unreasonably withheldCredit Agreement, the termination of all Secured Hedging Agreements, and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. (a) Each The Plan Administrator, the members of the Grantors shall indemnifyPost-Consummation Trust Committee, defend Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and hold harmless each Security Trustee (and its their respective agents, employees, officers, directors, employeesprofessionals, attorneys, accountants, advisors, representatives and agentsprincipals (collectively, the “Indemnified Parties”) shall be indemnified and held harmless by the Post-Consummation Trust, to the fullest extent permitted by law, solely from and againstthe Post-Consummation Trust Assets and/or the Trust Proceeds for any losses, any lossclaims, liability or expense (including reasonable legal fees damages, liabilities and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for reasonable attorneys’ fees, disbursements and related expenses which the relevant Security Trustee and controlling all negotiationsIndemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, litigationsuit, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification proceeding or investigation brought or threatened against one or more of the indemnified person without the prior written consent Indemnified Parties on account of the affected indemnified personacts or omissions of the Plan Administrator or the members of the Post-Consummation Trust Committee solely in their capacity as such; provided, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent however, that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent Post-Consummation Trust shall not be unreasonably withheldliable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Post-Consummation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Post-Consummation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.6. The foregoing indemnity in respect of any Indemnified Party shall survive the termination of such Indemnified Party from the capacity for which they are indemnified.

Indemnity. Each Pledgor jointly and severally agrees (ai) Each of the Grantors shall to indemnify, defend reimburse and hold harmless each the Security Trustee (and its officersrespective successors, directorsassigns, employees, representatives agents and agentsaffiliates (individually an “Indemnitee”, and an collectively, the “Indemnities”) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim and all obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation liabilities for penalties) of whatsoever kind or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless againstnature, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or indemnity against any loss resulting from this Pledge Agreement or liability incurred the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Security Trustee through negligence or bad faith. Each GrantorDocument (but excluding any obligation, as applicabledamages, mayinjuries, in its sole discretionpenalties, claims, demands, losses, judgments and at its expense, control the defense of the claim liabilities (including, without limitation, designating counsel liabilities for penalties) or expenses of whatsoever kind or nature to the relevant extent incurred or arising by reason of gross negligence or wilful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of gross negligence or wilful misconduct on its part (as determined by a court of competent jurisdiction in a final and controlling all negotiationsnon-appealable decision), litigation, arbitration, settlements, compromises and appeals of or any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element matter or thing in connection with this Pledge Agreement other than to account for monies or other property actually received by it in accordance with the payment of money terms hereof. If and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests obligation of any Pledgor under this Section 14 are unenforceable for any reason, such Pledgor hereby agrees to make the relevant Security Trustee are in conflict with those maximum contribution to the payment and satisfaction of such Grantor obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall continue in full force and (iii) effect notwithstanding the indemnified person shall have full payment and fulfilment of all the right to approve obligations under the counsel designated by such Grantor which consent shall not be unreasonably withheldSenior Finance Documents and notwithstanding the discharge thereof.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 4.15 and Section 9.6, whether or not the transactions contemplated hereby shall be consummated, each of the Grantors shall indemnifyBorrowers and each of their respective Subsidiaries (as "Indemnitor") agrees, defend jointly and severally, to indemnify each Lender, each holder of any Loan or, Senior Note and any Warrant and any stockholder, general partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), in respect of, and hold them harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any lossand all Losses suffered, liability incurred or expense (including reasonable legal fees and expenses) incurred sustained by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers them or to which any of them becomes subject, in connection with any manner arising out of or relating to this Agreement, the exercise Operative Agreements, the Lenders' agreements to make the Loans or performance the use or intended use of the proceeds of any of its powers or duties the Loans hereunder and hold it harmless against(the "Indemnified Liabilities"); provided, that the Indemnitor shall not have any loss, liability or reasonable expense incurred without obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises solely from the gross negligence or bad faith on its partwillful misconduct of that Indemnitee. Each Security Trustee Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such claim without (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the appropriate Indemnitee's prior written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall be required have stated in a writing delivered to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantorthe Indemnitee that, as applicablebetween the Indemnitor and the Indemnitee, maythe Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, in its sole discretionhowever, and at its expense, that the Indemnitor shall not be entitled to control the defense of any claim in the claim including, without limitation, designating event that in the reasonable opinion of counsel for the relevant Security Trustee and Indemnitee there are one or more defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is controlling all negotiationsthe defense, litigation, arbitration, settlements, compromises and appeals the Indemnitor will not be liable to any Indemnitee for any settlement of any claim; provided claim pursuant to this Section 9.4 that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person is effected without the its prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to consent. To the extent that the interests undertaking to indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Law or public policy, the relevant Security Trustee are in conflict with those Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law, to the payment and satisfaction of such Grantor and (iii) all Indemnified Liabilities incurred by the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldIndemnitee for any of them.

Indemnity. (a) Each In addition to and without limiting any protection of the Grantors Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall indemnify, defend and hold harmless each Security Trustee (at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, directors, employees, representatives employees and agentsagents (the “Indemnified Parties”) and save them harmless from and againstagainst all claims, any lossdemands, liability or expense losses, actions, causes of action, suits, proceedings, liabilities, damages (excluding loss of profits and consequential damages), costs, charges, assessments, judgments and expenses (including reasonable expert consultant and legal fees and expensesdisbursements on a solicitor and client basis) incurred by it without negligence or bad faith on its part whatsoever arising in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for those arising out of or related to actions taken or omitted to be taken by the relevant Security Trustee Indemnified Parties and controlling all negotiationsexpenses incurred in connection with the enforcement of this indemnity, litigationwhich the Indemnified Parties, arbitrationor any of them, settlementsmay suffer or incur, compromises and appeals whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any claim; provided that (i) act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification execution of the indemnified person without Subscription Receipt Agent’s duties, and including any services that the prior written consent Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the affected indemnified person, (ii) the applicable Grantor shall engage correctness of any representations of any third parties and pay the expenses regardless of separate counsel for the indemnified person any liability of third parties to the extent that Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the interests resignation or removal of the relevant Security Trustee are in conflict with those Subscription Receipt Agent and the termination or discharge of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldthis Agreement.

Indemnity. (a) Each of the Grantors shall indemnifyCompany and Transferor (in such capacity, defend "Indemnitor") agrees to indemnify and hold the other party (in such capacity, "Indemnitee") harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, against any loss, liability cost, liability, damage or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel reasonable attorneys' fees and costs in all trial and appellate proceedings ("Losses") incurred in connection with any claim by a third party, including, without limitation, any current or former shareholder, director, officer, employee or agent of Transferor (a "Claim"), made, or arising out of (x) in the case of Company (as Indemnitor), the Assumed Liabilities or any failure by Company for any reason to pay, perform and discharge any Assumed Liabilities, or (y) in the relevant Security Trustee case of Transferor (as Indemnitor) the Excluded Liabilities or any failure by Transferor for any reason to pay, perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and controlling stating that the Indemnitee intends to seek indemnification for such Claim from the Indemnitor pursuant to this Agreement. The Indemnitor will have the right to settle all negotiationsClaims upon terms and conditions acceptable to the Indemnitor, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any such settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification includes an unconditional release of the indemnified person without the prior written consent of the affected indemnified person, Indemnitee from all liability with respect to such Claim and (ii) such settlement does not involve the applicable Grantor shall engage and pay imposition of equitable remedies or the expenses imposition of separate any material obligations on the Indemnitee other than financial obligations for which the Indemnitee will be indemnified hereunder. Upon timely receipt of a Claim Notice from the Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel for of the indemnified person Indemnitor's choice reasonably satisfactory to the extent Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question, provided that such counsel is reasonably approved in writing by the interests Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall Indemnitee will have the right to approve employ separate counsel in any action or Claim and to participate in the defense thereof, provided that the fees and expenses of counsel designated employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Grantor which consent shall not Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may, at the Indemnitor's sole expense, retain separate counsel of the Indemnitee's choice, and such separate counsel will be unreasonably withheldentitled fully to participate in the defense of such Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until final, nonappealable resolution of any Claim. The Indemnitee will also make available to the Indemnitor, as reasonably requested, its personnel (including technical), agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to any Claim. The Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any request to pursue, and/or assign to Indemnitor, any rights of contribution or to reimbursement, whether contractual or otherwise.

Indemnity. (a) Each of the Grantors party shall indemnifydefend, defend indemnify and hold harmless each Security Trustee (the other party and its such other party’s Affiliates, employees, officers, directors, employees, representatives and agents) agents from and againstagainst any liabilities, any losslosses, liability damages, costs or expense expenses (including including, without limitation, reasonable legal fees and expensesattorneys’ fees) incurred by it without negligence (collectively, “Losses”) resulting from or bad faith on its part arising in connection with the acceptance or administration of this Agreement and its duties hereunder, including breach by the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance indemnifying party of any of its powers representations, warranties, covenants or duties hereunder and hold it harmless againstobligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any lossgovernmental investigation), liability claim or reasonable expense incurred without negligence dispute (collectively, a “Proceeding”) is brought or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim asserted against a party for which indemnification is soughtsought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result fees and expenses of such failure; counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) must not make any admissions there is such a conflict of liability or incur any significant expenses after receiving actual interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the claim Proceeding from the Indemnified Party or agree (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without the written consent of the applicable Grantorits consent, which consent shall not be unreasonably withheld. No Grantor The Indemnifying Party shall be required have no obligation to reimburse indemnify and hold harmless the Indemnified Party from any loss, expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, the Indemnified Party as applicable, maya result of a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in its sole discretionwriting, and at its expense, control to assume the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldproceeding.

Indemnity. (a) Each of To the Grantors shall indemnifyfullest extent allowed by law, defend I agree to indemnify and hold Snowbasin harmless each Security Trustee (for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and its officersfrom claims of others related to my “use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all attorneys’ fees, directorscosts, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) judgments incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice Snowbasin as a result of such failure; my obligations to indemnify or the breach of this agreement. I have read, agree, and understood the terms of this Agreement, including the other side of this form. I agree never to file a lawsuit against Snowbasin related to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the Third District Court in the State of Utah, or the Federal Court for the District of Utah. I agree that if any part of this Agreement is determined to be unenforceable, then all other parts shall remain in effect and be interpreted as set forth herein and that Utah law shall apply. This Agreement is binding upon my heirs and representatives. This Agreement shall be enforceable to the fullest extent allowed by law. This Agreement is not intended to affect the provisions of Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (ii“minor”) must not make any admissions of liability are required to have an authorized parent or incur any significant expenses after receiving actual notice legal guardian (hereinafter “Parent”) read and sign this Agreement. To the fullest extent allowed by law, the Parent individually and on behalf of the claim or agree minor has read, understood, and expressly agrees to any settlement without the written consent all of the applicable Grantorterms of this Agreement contained on both pages. The Parent agrees and acknowledges Parent’s and minor’s express assumption of risk, which consent shall release of liability, indemnity and covenants not be unreasonably withheldto sue Snowbasin, including for negligence. No Grantor shall be required The Parent releases all of their rights or claims against Snowbasin including wrongful death damages and agrees to reimburse indemnify Snowbasin for any expense or indemnity against any loss or liability other parent’s claims even if Snowbasin is negligent. The Parent is solely responsible to explain and enforce all rules and to undertake all duties and responsibilities to educate, control and protect the minor(s) from all of the risks involved in skiing. The Parent agrees to pay all medical bills and expenses incurred by the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to make all decisions concerning the minor’s participation, “use of Snowbasin” and involvement in any Security Trustee through negligence or bad faithactivities. Each GrantorPrint Pass/Card Holder’s Name (Last, as applicable, may, in its sole discretion, and at its expense, control the defense First) Signature (Parent if under 18) Date Address of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that Pass/Card Holder Print Parent Name (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.if under 18)

Indemnity. To the fullest extent allowed by law, Sublessee shall defend (a) Each of with counsel reasonably acceptable to the Grantors shall indemnifyLessor), defend indemnify and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) the Indemnitees from and against, against any loss, liability and all present and future Claims arising during the term of this Agreement from or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance failure to comply with all Applicable Laws relating to the operation or administration maintenance of this Agreement and its duties hereunderthe Premises or the Alterations by Sublessee, including or the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise activities or performance of any Sublessee under this Agreement, whether such activity or performance is by Sublessee or by anyone directly or indirectly employed by or contracted with by Sublessee and whether such Claim shall be discovered before or after Lease Termination. The indemnity obligations of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice Sublessee under this Section 4.5 do not extend to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby Claims to the extent of any incremental expense or actual prejudice they arise as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through Indemnitees’ gross negligence or bad faithwillful misconduct. Each Grantor, as applicable, may, in At its sole discretion, and the Lessor may participate at its expense, control own expense in the defense of the claim includingany claim, without limitationaction or proceeding, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals but such participation shall not relieve Sublessee of any obligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim; provided that (i) , action or proceeding and cooperate fully in its defense. Sublessee agrees to defend, indemnify and hold harmless the applicable Grantor may not agree to Indemnitees from any settlement involving any indemnified person that contains any element other than claim, action or proceeding against the payment of money and complete indemnification Indemnitees, arising solely out of the indemnified person without the prior written consent acts or omissions of the affected indemnified personLessor in the performance of this Agreement. At its sole discretion, (ii) the applicable Grantor shall engage and pay Lessor may participate at its own expense in the expenses defense of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of any claim, action or proceeding, but such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent participation shall not be unreasonably withheldrelieve the Lessor of any obligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim, action or proceeding and cooperate fully in the defense.

Indemnity. Each Party (athe “Indemnifying Party”) Each of the Grantors shall agrees to indemnify, defend and hold harmless each Security Trustee (the other Party and its officersAffiliates, directors, employeestrustees, representatives officers, employees and agentsagents (collectively, the “Indemnified Party”) from and againstagainst all claims, any lossdemands, liability or expense losses, liabilities, penalties, and expenses (including reasonable legal fees attorneys’ fees) for personal injury or death to Persons and expenses) incurred damage to the property of any third party to the extent arising out of, resulting from, or caused by it without negligence the negligent or bad faith on willful misconduct of the Indemnifying Party, its part in connection with Affiliates, its directors, trustees, officers, employees, or agents. Seller, as Indemnifying Party, agrees to indemnify, defend and hold harmless the acceptance or administration of this Agreement Buyer and its duties hereunderAffiliates, including the costs directors, trustees, officers, employees and agents (each being an Indemnified Party), from and against all claims, demands, losses, liabilities, penalties, and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or (including reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee attorneys’ fees) (i) must provide reasonably prompt notice arising out of or relating to the applicable Grantor construction, operation and maintenance of any claim for which indemnification is soughtthe Project, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make for personal injury or death to Persons and damage to the property of any admissions third party to the extent arising out of liability or incur any significant expenses after receiving actual notice relating to the construction, operation and maintenance of the claim Developer Attachment Facilities. Nothing in this Section 12.3 shall relieve Seller or agree Buyer of any liability to the other for any settlement without breach of this Agreement. This indemnification obligation shall apply notwithstanding the written consent negligence or willful misconduct of the applicable GrantorIndemnified Party, but the Indemnifying Party’s liability to pay damages to the Indemnified Party shall be reduced in proportion to the percentage by which consent the Indemnified Party’s negligence or willful misconduct contributed to the claim giving rise to, or increased the level of, the damages. Neither Party shall be indemnified for its damages resulting from its sole negligence, intentional acts or willful misconduct. These indemnity provisions shall not be unreasonably withheldconstrued to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. No Grantor shall be required Seller agrees to reimburse indemnify, defend, and hold Buyer harmless from any expense liability, claim, complaint, demand, action, cause of action, audit, investigation, proceeding, obligation, loss, cost damage, judgment, adjudication, arbitration decision, penalty (including fees and fines), or indemnity against any loss expenses (collectively, the “Indemnified Environmental Obligations”) suffered or liability incurred by any Security Trustee through negligence of them as a result of, arising out and/or relating to any acts or bad faithomissions of Seller or Seller’s contractors, agents, or employees related to or involving Hazardous Materials brought onto the Site, subsequently released at the Site or negligently exacerbated at the Site (whether such Hazardous Materials were pre-existing at the Site, or introduced to the Site during the Construction Period or during the Term) by any such Persons during the course of the development and/or operation of the Project. Each GrantorParty, as applicableIndemnifying Party, mayagrees to indemnify, in defend and hold harmless the other Party and its sole discretionAffiliates, directors, trustees, officers, employees and agents (each being an Indemnified Party), from and against all claims, demands, losses, liabilities, and at its expense, control the defense expenses (including reasonable attorneys’ fees) arising out of the claim or relating to a breach of applicable law or any fines or penalties imposed by a Governmental Authority (including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (iNYISO) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that arising out of, resulting from, or caused by the interests Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. If any infringement or alleged infringement of any Intellectual Property or other proprietary right based upon the performance of or failure to perform the development, construction or operation of the relevant Security Trustee are in conflict with those Project or any of the other obligations under this Agreement occurs, including design and engineering or the materials and equipment or other Intellectual Property designed or incorporated into the Project by Seller or any of its subcontractors or vendors, Seller shall at its sole expense, promptly defend, indemnify, and hold harmless Buyer and its Affiliates, directors, trustees, officers, employees and agents (each being an Indemnified Party) from and against claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of or resulting from such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated infringement or alleged infringement, unless directed otherwise by such Grantor which consent shall not be unreasonably withheldBuyer.

Indemnity. (a) Each of the Grantors Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold harmless each Security Trustee (Landlord and its officersLandlord’s trustees, directors, officers, agents, employees, representatives contractors, representatives, property managers, students and agents) volunteers and their respective successors and assigns (collectively, “Landlord’s Agents”), free and harmless from and againstagainst any and all claims, any lossliabilities, liability penalties, forfeitures, losses or expense expenses (including reasonable legal attorneys’ and consultants’ fees and expensesoversight and response costs) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent arising from (a) Environmental Activity by Tenant or Tenant’s Agents; or (b) failure of Tenant or Tenant’s Agents to comply with any Environmental Law with respect to Tenant’s Environmental Activity; or (c) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or attain full facility closure at the end of the Term as required pursuant to Section 12.10 below. Tenant’s obligations hereunder shall include, but not be limited to, the burden and expense of defending all claims, suits and administrative proceedings (with counsel reasonably approved by Landlord), even if such claims, suits or proceedings are groundless, false or fraudulent; conducting all negotiations of any incremental expense description; and promptly paying and discharging when due any and all judgments, penalties, fines or actual prejudice as a result other sums due against or from Landlord or the Premises. Prior to retaining counsel to defend such claims, suits or proceedings, Tenant shall obtain Landlord’s written approval of the identity of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantorcounsel, which consent approval shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense , conditioned or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, maydelayed, in its sole discretionthe event Tenant’s failure to surrender the Premises at the expiration or earlier termination of this Lease free of Tenant’s Hazardous Materials prevents Landlord from reletting the Premises, and at its expense, control or reduces the defense fair market and/or rental value of the claim includingPremises or any portion thereof, without limitation, designating counsel for the relevant Security Trustee and controlling Tenant’s indemnity obligations shall include all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree losses to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldLandlord arising therefrom.

Indemnity. (a) Each of the Grantors Borrower shall indemnifyindemnify Lender, defend and hold harmless each Security Trustee (its Affiliates and its and their respective managers, members, officers, directorsemployee, employeesAffiliates, representatives agents, representatives, successors, assigns, accountants and agentsattorneys (collectively, the “Indemnified Persons”) from and againstagainst any and all liability, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements of any kind of nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, expert witness fees, and reasonable in-house documentation and diligence fees and reasonable legal expenses) which may be imposed on, incurred by or asserted against any Indemnified Person with respect to or arising out of, or in any way relating to any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Loan Document or any of its officers in connection with agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the exercise or performance of extent that any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee the foregoing (i) must provide reasonably prompt notice to arises out of the applicable Grantor gross negligence or willful misconduct of any claim Indemnified Person or (ii) arises out of a dispute between or among any Indemnified Persons. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Indemnified Person in its Permitted Discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 13.4, and Lender may elect (but is soughtnot obligated) to direct the defense thereof, provided that the failure selection of counsel shall be subject to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written Borrower’s consent of the applicable Grantor, which consent shall not be unreasonably withheldwithheld or delayed. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each GrantorAny Indemnified Person may in its reasonable discretion, take such actions, as applicableit deems necessary and appropriate to investigate, maydefend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, in its sole discretion, and at its expense, control if any insurer agrees to undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the claim includingevent if that would cause any Borrower’s insurer to deny coverage; provided, without limitationhowever, designating that Lender reserves the right to retain counsel for the relevant Security Trustee to represent any Indemnified Person with respect to an Insured Event at its sole cost and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to expense. To the extent that the interests Lender obtains recovery from a third party other than an Indemnified Person of any of the relevant Security Trustee are amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in conflict with those this Section 13.4, then Lender shall promptly pay to such Borrower the amount of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldrecovery.

Indemnity. (a) Each In addition to the payment of expenses pursuant to --------- subsection 10.1, whether or not the transactions contemplated hereby shall be --------------- consummated, Borrower agrees to indemnify, pay and hold Agent and each Lender and any holder of the Grantors shall indemnify, defend Notes and hold harmless each Security Trustee (and its the officers, directors, employees, representatives agents, consultants, auditors, persons engaged by Agent or any Lender and agentsany holder of the Revolving Note[s] to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (collectively called the "Indemnitees") harmless from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any loss, liability kind or expense nature whatsoever (including reasonable legal the fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with the acceptance any investigative, administrative or administration judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and its duties each Lender's agreement to make the Loans hereunder, including the costs and expenses use or intended use of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance proceeds of any of its powers the Loans or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor exercise of any claim for which indemnification is sought, provided that right or remedy hereunder or under the failure to provide notice shall only limit other Loan Documents (the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim"Indemnified Liabilities"); provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person Borrower shall have no obligation to an Indemnitee -------- hereunder with respect to Indemnified Liabilities arising from the right to approve the counsel designated gross negligence or willful misconduct of that Indemnitee as determined by such Grantor which consent shall not be unreasonably withhelda court of competent jurisdiction.

Indemnity. (a) Each of the Grantors shall Party will defend, indemnify, defend save and hold harmless each Security Trustee (the other Party and its the officers, directors, employeesagents, representatives affiliates, distributors, franchisees and agents) employees of the other Party from any and againstall third party claims, any lossdemands, liability liabilities, costs or expense (expenses, including reasonable legal attorneys' fees and expenses) incurred by it without negligence ("LIABILITIES"), resulting from the indemnifying Party's material breach of any obligation, representation, or bad faith on its part in connection with the acceptance or administration warranty of this Agreement and its duties hereunder, including Agreement. If a Party entitled to indemnification hereunder (the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance "INDEMNIFIED PARTY") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "ACTION"), the Indemnified Party shall give the other Party (the "INDEMNIFYING PARTY") prompt written notice of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its partsuch Action. Each Security Trustee Such notice shall (i) must provide reasonably prompt notice to the applicable Grantor of any claim for basis on which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; being asserted and (ii) must not make any admissions be accompanied by copies of liability or incur any significant expenses after receiving actual notice all relevant pleadings, demands, and other papers related to the Action and in the possession of the claim or agree Indemnified Party. The Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respond. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such Action. If a dispute arises over whether the Party requesting indemnification hereunder is so entitled, the Party requesting indemnification shall be free, without prejudice to any settlement without the written consent of the applicable Grantorsuch Party's rights hereunder, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense compromise or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, defend (and at its expense, control the defense of) such Action. Any compromise or settlement of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without an Action shall require the prior written consent of the affected indemnified personboth Parties hereunder, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person such consent not to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldwithheld or delayed. ACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Indemnity. (a) Each of To the Grantors shall indemnifyfullest extent allowed by law, defend I agree to indemnify and hold Snowbasin harmless each Security Trustee (for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and its officersfrom claims of others related to my “use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all attorneys’ fees, directorscosts, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) judgments incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice Snowbasin as a result of such failure; my obligations to indemnify or the breach of this agreement. I have read, agree, and understood the terms of this Agreement, including the other side of this form. I agree never to file a lawsuit against Snowbasin related to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the Third District Court in the State of Utah, or the Federal Court for the District of Utah. I agree that if any part of this Agreement is determined to be unenforceable, then all other parts shall remain in effect and be interpreted as set forth herein and that Utah law shall apply. This Agreement is binding upon my heirs and representatives. This Agreement shall be enforceable to the fullest extent allowed by law. This Agreement is not intended to affect the provisions of Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (ii“minor”) must not make any admissions of liability are required to have an authorized parent or incur any significant expenses after receiving actual notice legal guardian (hereinafter “Parent”) read and sign this Agreement. To the fullest extent allowed by law, the Parent individually and on behalf of the claim or agree minor has read, understood, and expressly agrees to any settlement without the written consent all of the applicable Grantorterms of this Agreement contained on both pages. The Parent agrees and acknowledges Parent’s and minor’s express assumption of risk, which consent shall release of liability, indemnity and covenants not to sue Snowbasin, including for negligence. The Parent releases all of their rights or claims against Snowbasin including wrongful death damages and agrees to indemnify Snowbasin for any other parent’s claims, even if Snowbasin is negligent. The Parent agrees to be unreasonably withheldsolely responsible to explain and enforce all rules and to undertake all duties and responsibilities to educate, control and protect the minor(s) from all of the risks involved in skiing. No Grantor shall be required The Parent agrees to reimburse any expense or indemnity against any loss or liability pay all medical bills and expenses incurred by the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to make all decisions concerning the minor’s participation, “use of Snowbasin” and involvement in any Security Trustee through negligence or bad faithactivities. Each GrantorPrint Pass/Card Holder’s Name (Last, as applicable, may, in its sole discretion, and at its expense, control the defense First) Signature (Parent if under 18) Date Address of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that Pass/Card Holder Print Parent Name (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.if under 18)

Indemnity. (a) Each of the Grantors shall indemnify, defend Borrower agrees to indemnity and hold harmless each Security Trustee (save Lender and its officerssuccessors, directorsassigns, employeesagents and servants harmless of and from any claims, representatives actions, suits, losses, costs, liabilities, damages or expenses including actual expenses and agentsreasonable attorneys' fees) from and againstincurred by Lender in connection with the transactions contemplated by this Agreement, including without limitation: (i) any loss, liability cost, liability, damage or expense (including actual expenses and reasonable legal fees and expensesattorneys' fees) incurred by it without negligence or bad faith on its part in connection with the acceptance Facility Contracts; (ii) the delivery, ownership, alteration, operation, maintenance, return or administration other disposition of this Agreement and its duties hereunder, including the costs and expenses Collateral; (iii) from any documentation deficiencies or changes to the basic format of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance Facility Contract; (iv) from the existence of any of its powers party having an interest, lien or duties hereunder and hold it harmless againstclaim in the Facility Contract(s), any lossand/or the Facility Equipment covered thereby, liability and/or the proceeds thereof which interest, lien or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice claim is prior to the applicable Grantor interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or partners, or (vi) the determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to the indemnity set forth in this Section 9.7 shall survive repayment of all amounts due pursuant to the Loan Documents, the cancellation of the Notes and the release and/or cancellation of any and all of the Loan Documents, Lender agrees to promptly notify Borrower of any matters in respect of which this indemnity may apply. If notified in writing of any action or claim brought or threatened against Lender based on a claim for which indemnification Borrower is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; indemnity and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantorgiven full authority, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretioninformation, and at its expense, control assistance for the defense of the claim includingsame by Lender, Borrower shall, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage defend those actions or claims at its expense and pay the expenses of separate counsel for the indemnified person to the extent costs and damages and attorneys' fees awarded in any such action or arising from any such claim, provided that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person Borrower shall have the right to approve control the counsel designated defense and settlement of all such actions and claims Lender will take all such actions (at the expense of Borrower) as may be reasonably requested by Borrower to assist Borrower in connection with such Grantor which consent shall not be unreasonably withhelddefense or settlement.

Indemnity. THE SUPPLIER/PROVIDER SHALL INDEMNIFY, AND HOLD HARMLESS AND DEFEND HISD AND EACH OF IT’S PAST, PRESENT AND FUTURE OFFICERS, TRUSTEES, AGENTS, AND EMPLOYEES IN THEIR INDIVIDUAL AND OFFICIAL CAPACITIES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES OR DAMAGES, INCLUDING ATTORNEYS’ AND EXPERTS’ FEES, COURT COSTS AND EXPENSES INCURRED BY HISD AND IT’S OFFICERS, TRUSTEES, AGENTS AND EMPLOYEES, FOR: (1) INJURY OR DEATH TO PERSONS; (2) DAMAGE TO, OR DESTRUCTION OF, PROPERTY; AND (3) LAWSUITS, DEMANDS OR CAUSES OF ACTION OF WHATSOEVER KIND OR NATURE BASED UPON, RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH, ANY ACT, ERROR, OMISSION, MISREPRESENTATION, OR MISCONDUCT BY SUPPLIER/PROVIDER, AND ITS EMPLOYEES, OFFICERS, SUB-CONSULTANTS, SUB-CONTRACTORS OR AGENTS ARISING OUT OF, OR IN CONNECTION WITH, SUPPLIER’S/PROVIDER’S PERFORMANCE OF THE AGREEMENT. All obligations as set forth in this paragraph shall survive the completion of or termination of the Agreement. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect. Nothing in this Contract shall be construed to create a claim or cause of action against the District for which it is not otherwise liable, nor to waive any immunity or defense to which the District may be entitled nor to create an impermissible deficiency debt of the District. CRIMINAL HISTORY BACKGROUND CHECK Pursuant to Sections 22.0834, 22.0835 and 22.085 of the Texas Education Code, Provider hereby certifies that all employees, subcontractors and volunteers of the Provider who are hired by Provider on or after January 1, 2008, who have or will have continuing duties related to the contracted services, and have or will have direct contact with students, have passed a national criminal history background record information review as required by those sections. Provider must provide a list of the names and dates of birth of all employees who have passed the background check to District’s Office of Ethics & Compliance in person or via email at xxxxxx@xxxxxxxxxx.xxx. If Provider’s employees, subcontractors or volunteers have no contact with HISD students, Provider shall so certify on a prescribed form to the Office of Ethics & Compliance, and will be considered to be in compliance with the requirements of this contract. Provider shall send or ensure that the employee or applicant sends to the Texas Department of Public Safety (“DPS”) information that is required by the DPS for obtaining national criminal history record information, which may include fingerprints and photographs. DPS shall obtain the person’s national criminal history record information and report the results through the criminal history clearinghouse as provided by Section 411.0845, Government Code. Providers that have more than 4 employees must set up an account with the Texas Department of Public Safety (“DPS”) in order to obtain criminal histories on their covered employees. To set up an account with DPS, a Provider should contact the crime records service bureau at 000-000-0000. Providers with up to 4 employees must obtain a FAST PASS from the District in order to obtain their criminal history. Appointments must be made with IdentoGo, in accordance with the instructions included with the FAST Pass, who will then notify HISD electronically that the background checks have been done. Providers should contact the District’s Human Resources Department to obtain the FAST PASS and scheduling instructions at 000 000-0000. Providers must present a list of all employees who may have direct contact with students to HISD. Provider must also obtain certifications from all subcontractors that their employees to whom Section 22.0834 applies have also passed a national criminal history background record information review. Provider must also provide assurances that all of its employees, subcontractors and volunteers, including those hired before January 1, 2008, who have contact with students have passed a criminal history background check current within the last year. If an employee, subcontractor or volunteer of the Provider has a criminal conviction or has received deferred adjudication for a felony offense or a misdemeanor involving moral turpitude, the District may elect not to enter into this Contract, or cancel the Contract. WARNING: Section 44.034 of the Texas Education Code requires that a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony. The District may terminate this Contract if the district determines that the person or business entity failed to comply with any of these provisions, failed to give notice as required by Section 44.034 (a) Each or misrepresented the conduct resulting in the conviction. The District will compensate the person or business entity for undisputed services performed before the termination of the Grantors shall indemnifycontract. RELEASE OF INFORMATION Unless required by law, defend the existence and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration terms of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must Contract may not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree be disclosed by Provider to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person third party without the prior written consent of HISD. Provider may not publish or use any publicity materials relating to this Contract or use HISD’s name without the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses written consent of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldHISD.

Indemnity. Nippon Eurotec agrees that Natus has the right to defend, --------- or at its option to settle, and Natus agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (acollectively, "Action") Each brought against Nippon Eurotec alleging the Products infringe any patent, copyright or trademark in existence as of the Grantors shall indemnifyEffective Date, defend subject to the limitations hereinafter set forth. Natus will have sole control of any such Action or settlement negotiations, and hold harmless each Security Trustee (and its officersNatus agrees to pay, directors, employees, representatives and agents) from and againstsubject to the limitations hereinafter set forth, any lossfinal judgment entered against Nippon Eurotec on such issue in any such Action defended by Natus. Nippon Eurotec agrees that Natus will be relieved of the foregoing obligations unless Nippon Eurotec notifies Natus promptly in writing of such Action, liability gives Natus authority to proceed as contemplated herein, and gives Natus proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with if Natus believes, that the acceptance or administration of this Agreement and its duties hereunderProducts, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any part thereof, infringe any patent, copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then Natus may, at its officers in connection with the exercise or performance of any of its powers or duties hereunder election, option, and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee expense: (i) must provide reasonably prompt notice procure for Nippon Eurotec the right under such patent, copyright or trademark to sell or use, as appropriate, the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense Products or actual prejudice as a result of such failurepart thereof; and or (ii) must not make any admissions of liability replace the Products, or incur any significant expenses after receiving actual notice of the claim part thereof, with other noninfringing suitable Products or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense parts; or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) suitably modify the indemnified person shall have Products or part thereof; or (iv) remove the right to approve Products, or part thereof, terminate distribution or sale thereof and refund the counsel designated payments paid by Nippon Eurotec for such Grantor which consent shall Products less a reasonable amount for use and damage. Natus will not be unreasonably withheldliable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.

Indemnity. Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel reasonably approved in advance in writing by Seller) the Seller Indemnitees from and against any and all damages, liabilities, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) arising from or related to: (i) all physical damage to the Property arising out of or resulting from the Investigations and other activities on the Property conducted by Purchaser or Purchaser’s Representatives; (ii) injury or death to individuals or damage to personal property arising out of or resulting from the Investigations and other activities conducted by, or at the direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser’s Representatives; (iii) all mechanics liens and other liens filed against the Property, by reason of the activities of Purchaser or Purchaser’s Representatives; (iv) any and all violations of laws, ordinances, regulations or proffers affecting the Property, directly resulting from the Investigations and other activities conducted by, or at the direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser’s Representatives; (v) any impairment to or infringement of the rights of any third parties to the Property; and (vi) all reasonable costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals, and disbursements) incurred by the Seller Indemnitees in connection with any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing clauses (i) through (v), but excluding any of the foregoing items arising from (a) Each the negligence of any of the Grantors Seller Indemnitees and/or (b) the mere discovery of any pre-existing condition that Purchaser did not cause or exacerbate. The provisions of this Section 4.2 shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with survive the acceptance or administration termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldClosing.

Indemnity. (ai) Each of Subject to Section 5(a)(ii), the Grantors shall indemnifyPledgor hereby indemnifies and holds harmless the Securities Intermediary, defend its Affiliates and hold harmless each Security Trustee (and its their respective officers, directors, employees, representatives and agentsagents (collectively referred to for the purposes of this Section 5(a) from and againstas the Securities Intermediary), against any loss, claim, damage, expense or liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it liability), or any action in respect thereof, to which the Securities Intermediary may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or action arises out of its officers or is based upon the execution, delivery or performance of this Agreement, but excluding any such loss, claim, damage, expense, liability or action arising out of the bad faith, gross negligence or willful misconduct of the Securities Intermediary, and shall reimburse the Securities Intermediary promptly upon demand for any reasonable and documented out-of-pocket legal or other expenses reasonably incurred by the Securities Intermediary in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred. No provision of this Agreement shall require the exercise Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its powers duties hereunder, or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to in the applicable Grantor exercise of any claim of its rights or powers, if it shall have reasonable grounds for which indemnification is sought, provided believing that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result repayment of such failure; and (ii) must funds or adequate indemnity against such risk or liability is not make any admissions of liability or incur any significant expenses after receiving actual notice reasonably assured to it. The obligations of the claim Pledgor under this clause (a) are referred to as the “Securities Intermediary Indemnity”. The provisions of this section will survive the termination of this Agreement and the resignation or agree to any settlement without the written consent removal of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldSecurities Intermediary.

Indemnity. (a) Each of the Grantors Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to Landlord) and hold harmless each Security Trustee (Landlord and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their successors and assigns (collectively, "Landlord Indemnities") from and against any and all claims, judgments, causes of action, 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) of or in connection with (i) any default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the Premises, the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant in or about the Premises, the Building, the Common Area or other portions of the Project, except for claims caused solely by Landlord's gross negligence or 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 claims or liability arising prior to such termination. Landlord hereby agrees to protect, defend and indemnify and hold harmless Tenant and Tenant's partners, officers, directors, employeesshareholders, representatives agents and agentsemployees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Parties harmless from any such Landlord Caused Claims, but only to the extent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, and against, any loss, liability or expense are not covered by Tenant's insurance maintained pursuant to this Section 8 (including reasonable legal fees and expenses) incurred would not have been covered by it without negligence or bad faith on its part such insurance had Tenant obtained the same as required in connection with this Section 8). Notwithstanding anything to the acceptance or administration of contrary contained in this Agreement and its duties hereunderLease, including the costs and expenses of defending itself against indemnities set forth in this Section 8.4, nothing in this Lease (including this Section 8) shall impose any claim obligations on Tenant or liability and of complying with any process served upon it Landlord to be responsible or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretionliable for, and at its expenseeach hereby releases the other from, control the defense of the claim all liability for consequential damages, including, without limitation, designating counsel for in the relevant Security Trustee and controlling all negotiationscase of Tenant, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree claim relating to any settlement involving interruption of or interference with the conduct of Tenant's business. If any indemnified person that contains any element other than the payment of money and complete indemnification of action or proceeding is brought against the indemnified person without party for any Claim against which the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for indemnifying party is obligated to indemnify the indemnified person party hereunder, the indemnifying party upon notice from the indemnified party shall defend such action or proceeding at the indemnifying party's sole expense by counsel reasonably acceptable to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldparty.

Indemnity. (a) Each of the Grantors shall indemnify, defend The Borrowers agree to indemnify and hold harmless each Security Trustee (the Banks and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Banks in investigating or bad faith on its part preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or their agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loan and the payment of all indebtedness of the Borrowers to the Banks hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that the Borrowers shall have no obligation under this Section 19 to the Bank with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Banks. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. The Borrowers may at their own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right Indemnified Party believes it reasonably prudent to approve the counsel designated by protect such Grantor which consent shall not be unreasonably withheldIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION 19 TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the Grantors shall transactions contemplated hereby are consummated, each Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless each Security Trustee (Lender, and its the officers, directors, employees, representatives and agentsagents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any losskind or nature whatsoever (including, liability or expense (including the reasonable legal out-of-pocket fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the acceptance use or administration 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 any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers payment in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice full of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldObligations.

Indemnity. (a) Each Subject to the provisions of this Section 3.4, the Grantors shall indemnify, defend Company will indemnify and hold harmless each Security Trustee Investor and its directors, officers, stockholders, employees and agents (and its officersany other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (each, directorsa “Indemnified Party”) harmless from any and all losses, employeesliabilities, representatives obligations, claims, contingencies, damages, costs and agents) from expenses, including all judgments, amounts paid in settlements, court costs and against, any loss, liability or expense (including reasonable legal attorneys’ fees and expenses) incurred costs of investigation that any such Indemnified Party may suffer or incur due to a claim by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice a third party as a result of such failure; and (ii) must not make or relating to any admissions breach of liability or incur any significant expenses after receiving actual notice of the claim representations, warranties, covenants or agree to agreements made by the Company in this Agreement. If any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor action shall be required to reimburse any expense or indemnity brought against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each GrantorIndemnified Party in respect of which indemnity may be sought pursuant to this Agreement, as applicable, may, such Indemnified Party shall promptly notify the Company in its sole discretionwriting, and at its expense, control the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the claim includingIndemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, without limitation, designating but the fees and expenses of such counsel for shall be at the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals expense of any claim; provided such Indemnified Party except to the extent that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than employment thereof has been specifically authorized by the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personCompany in writing, (ii) the applicable Grantor Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnified Party, in which case the Company shall engage be responsible for the reasonable fees and pay the expenses of no more than one such separate counsel counsel. The Company will not be liable to any Indemnified Party under this Agreement (y) for any settlement by a Indemnified Party effected without the indemnified person Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that the interests a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of any of the relevant Security Trustee are representations, warranties, covenants or agreements made by such Indemnified Party in conflict with those of such Grantor and (iii) the indemnified person shall this Agreement. The Company will have the exclusive right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.settle any claim or proceeding,

Indemnity. (a) Each of the Grantors shall indemnify, defend Grantor agrees to jointly and severally indemnify and hold harmless each Security Trustee (Collateral Agent and its the Secured Parties, the respective affiliates of Collateral Agent and the Secured Parties, and the respective officers, directors, employees, representatives agents (including, without limitation each of their counsel), and agentscontrolling persons of Collateral Agent and the Secured Parties, and each such affiliate (each, an "Indemnified Party") from and againstagainst any and all claims, actions and suits whether groundless or otherwise, and from and against any lossand all liabilities, liability or expense (including reasonable legal fees losses, damages and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating the reasonable fees and disbursements of counsel for the relevant Security Trustee and controlling all negotiationswith respect to Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, arbitration, settlements, compromises and appeals of any claim; provided that investigation or proceeding relating to this Agreement or the Secured Agreements or the transactions contemplated hereby or thereby (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than any such actions or expenses resulting, as determined by a final order of a court of competent jurisdiction, from the payment of money and complete indemnification gross negligence or willful misconduct of the indemnified person Indemnified Party seeking indemnification hereunder), in each case including, without limitation, the prior written consent reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such claim investigation, litigation or other proceeding whether or not such Indemnified Party is a party thereto, and each Grantor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to Collateral Agent and the Secured Parties, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the affected indemnified personforegoing. In litigation, (ii) or the applicable preparation therefor, Indemnified Parties shall each be entitled to select their own counsel and, in addition to the foregoing indemnity, each Grantor shall engage agrees to pay promptly the reasonable fees and pay the expenses of separate counsel for the indemnified person such counsel. If, and to the extent that the interests obligations of any Grantor under this Section 10 are unenforceable for any reason, such Grantor hereby agrees to make the relevant Security Trustee are maximum contribution to the payment in conflict with those satisfaction of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor obligations which consent shall not be unreasonably withheldis permissible under applicable law.

Indemnity. (a) Each In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the Grantors shall transactions contemplated hereby are consummated, each Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless each Security Trustee the Agent-Related Persons and the Lender-Related Persons (collectively, the “Indemnitees” and its officers, directors, employees, representatives and agentsindividually as “Indemnitee”) from and againstagainst any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any losskind or nature whatsoever (including, liability or expense (including the reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or any other Person), in any manner relating to or arising out of this Agreement or the acceptance other Loan Documents, the Revolver Commitments, the use or administration 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 a Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that no Borrower shall have any obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee as determined by a court of competent jurisdiction in a final judgment. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2 the Borrowers will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrowers (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of the Borrowers under this Section 8.2 shall survive the termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice discharge of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element Borrowers’ other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldobligations hereunder.

Indemnity. The Grantor (aas “Indemnitor”) Each agrees to indemnify, pay and hold the Secured Parties, and the officers, directors, partners, managers, members, employees, agents, and Affiliates of the Grantors Secured Parties (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses (other than lost profit), damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees), whether or not such Indemnitee shall indemnifybe designated a party thereto, defend and hold harmless each Security Trustee which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement (and the “Indemnified Liabilities”); provided that the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with agents and/or Affiliates. Each Indemnitee shall give the acceptance or administration Indemnitor prompt written notice of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and of complying with control the defense thereof and settle any process served upon claims for which it or is responsible for indemnification hereunder (provided that the Indemnitor will not settle any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred such claim without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the applicable Grantor circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for which indemnification is soughtthe Indemnitee, provided that the failure to provide notice shall only limit the indemnification provided hereby there are one or more material defenses available to the extent Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree pursuant to any settlement this Section 11 that is effected without the its prior written consent of the applicable Grantorconsent, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to To the extent that the interests undertaking to indemnify, pay and hold harmless set forth in this Section 11 may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the relevant Security Trustee form or cause of action, even if such damages are in conflict with those foreseeable or such party has been advised of the possibility of such Grantor and (iii) damages. The provisions of this Section 11 shall survive the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldtermination of this Agreement.

Indemnity. (a) Each of the Grantors The Composer shall indemnify, defend at all times indemnify and hold harmless each Security Trustee (InStyle and its officers, directors, employees, representatives and agents) any licensee of InStyle from and againstagainst any and all claims, damages, demands, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any lossbreach or alleged breach of any warranty, liability representation, covenant or expense (including agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable legal counsel fees and expenses) court costs incurred by it without negligence or bad faith on its part in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance Composer of any action commenced on such a claim within thirty (30) days of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its partthe date InStyle receives written notice of thereof. Each Security Trustee (i) must provide reasonably prompt notice to The Composer may participate in the applicable Grantor defense of any such claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice through counsel of the claim or agree to any settlement without Composer’s selection at the written consent of Composer’s own expense, but InStyle shall have the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, mayright at all times, in its InStyle’s sole discretion, and at its expense, to retain or resume control the defense of the claim including, without limitation, designating counsel for conduct of the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense. Pending the resolution of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person action or proceeding covered by this indemnity, InStyle shall have the right to approve withhold from Royalties otherwise becoming due to the counsel designated Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such Grantor which consent a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not be unreasonably withheld.continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS

Indemnity. (a) Each The Liquidation Trust Administrator, the members of the Grantors shall indemnifyLiquidation Trust Committee, defend Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and hold harmless each Security Trustee (and its their respective agents, employees, officers, directors, employeesprofessionals, attorneys, accountants, advisors, representatives and agentsprincipals (collectively, the “Indemnified Parties”) shall be indemnified and held harmless by the Liquidation Trust, to the fullest extent permitted by law, solely from and againstthe Liquidation Trust Assets and/or the Trust Proceeds for any losses, any lossclaims, liability or expense (including reasonable legal fees damages, liabilities and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for reasonable attorneys’ fees, disbursements and related expenses which the relevant Security Trustee and controlling all negotiationsIndemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, litigationsuit, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification proceeding or investigation brought or threatened against one or more of the indemnified person without the prior written consent Indemnified Parties on account of the affected indemnified personacts or omissions of the Liquidation Trust Administrator or the members of the Liquidation Trust Committee solely in their capacity as such; provided, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent however, that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent Liquidation Trust shall not be unreasonably withheldliable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Liquidation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Liquidation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.6. The foregoing indemnity in respect of any Indemnified Party shall survive the termination of such Indemnified Party from the capacity for which they are indemnified.

Indemnity. (a) Each of the Grantors Indigo shall indemnifyindemnify HP and shall hold HP harmless, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and againstagainst any and all losses, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against damages, however arising, relating to any claim by a third party that the offer for sale, sale, importation, licensing or liability and of complying with any process served upon it leasing or any of its officers in connection with the exercise or performance use of any OEM Product infringes rights of its powers any such third parties to any Intellectual Property. Indigo hereby agrees to defend any suit or duties hereunder proceeding brought against HP by any such third party, provided that Indigo is notified promptly in writing of such suit or proceeding, and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee provided further that Indigo shall receive (i) must provide reasonably prompt notice full and complete authority to conduct the applicable Grantor defense of such suit or proceeding, including its possible settlement, HP hereby agreeing to any such settlement effected by Indigo (other than any settlement requiring HP to accept liability or pay any money or which could result in HP being in breach of any claim for agreement or arrangement with a third party, which indemnification is soughtHP may decline to accept in its absolute discretion and without in anyway affecting Indigo's obligations under the indemnity set forth in this section 11.2), (ii) at Indigo's sole cost all information that HP may have and that may be pertinent to said defense and (iii) at Indigo's sole cost HP's full cooperation and assistance in conducting said defense. In addition to providing such defense, Indigo shall pay all damages and costs awarded therein against HP, provided that HP has given Indigo the failure authority, information and assistance required of it hereunder with respect to provide notice shall only limit the indemnification provided hereby such defense. Anything herein to the extent of contrary notwithstanding, in no event shall Indigo have any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur responsibility to any significant expenses after receiving actual notice Party whatsoever under this section 11.2 if the alleged or proven infringement would not have occurred but for (x) any misuse and/or misapplication of the claim OEM Product, (y) any modification of and/or addition to such OEM Product by HP, its distributors, or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim customers (including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals addition of any claim; provided that a front-end product) and/or (iz) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification combining by HP, its distributors or customers of the indemnified person OEM Product with any other product, system, or sub-system (including, without limitation, integration with a front-end product). In the prior written consent of the affected indemnified personevent that any OEM Product shall be held to be infringing and its offer for sale, (ii) the applicable Grantor shall engage sale, importation, licensing or leasing, or use enjoined, Indigo shall, at its own expense, procure for HP and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have its distributors the right to approve continue to offer for sale, sell, import, license or lease such infringing OEM Product, and for HP's customers the counsel designated by right to use such Grantor which consent shall not infringing OEM Products and redesign any OEM Product held to be unreasonably withheldinfringing as aforesaid so that it becomes non-infringing.

Indemnity. (a) Each HGP and HGP LP jointly and severally agree to indemnify, defend, protect and hold Prime Retail and Prime LP and each of the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its their respective officers, directorsdirectors and affiliates (collectively, employees, representatives and agentsthe "Indemnified Parties") harmless from and against, and to pay within ten (10) days after demand, any lossand all claims, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunderdamages, including the losses, liabilities, judgments, costs and expenses of defending itself against any claim kind or liability and nature whatsoever which the Indemnified Parties may incur or suffer by reason of, in connection with, or by virtue of complying with any process served upon it breach or violation of this Agreement by HGP or HGP LP or by reason of the execution, delivery or performance of, this Agreement, the Guaranty or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice other credit enhancement relating to the applicable Grantor Loan Documents, the First of any claim for which indemnification is soughtAmerica Loan Documents, provided that or the failure to provide notice shall only limit LaSalle Loan Documents or the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim ULICO Loan Documents including, without limitation, designating the reasonable fees and expenses of counsel for the relevant Security Trustee and controlling all negotiationsIndemnified Parties with respect thereto. Promptly after receipt by the Indemnified Parties of notice of the commencement, litigationor threatened commencement, arbitration, settlements, compromises and appeals of any claim; provided action subject to the indemnities contained in this Section, the Indemnified Parties shall promptly notify HGP thereof, provided, however, that (i) the applicable Grantor may failure of any Indemnified Party so to notify HGP will not agree affect the obligation of HGP and HGP LP to indemnify the Indemnified Parties with respect to such actions or any settlement involving any indemnified person that contains any element other than 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 termination of this Agreement or the payment in full of money all of HGP and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to HGP LP's obligations hereunder. To the extent that the interests 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 relevant Security Trustee are 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 conflict with those the event the Chief Financial Officer of such Grantor and HGP shall deliver a written notice (iiithe "Deferral Notice") the indemnified person shall to Prime LP affirming that neither HGP nor HGP LP have the right liquidity or financial resources to approve satisfy any demand for indemnity arising pursuant to this Section 7.1 on or prior to September 15, 1998, the counsel designated by obligation to satisfy such Grantor which consent demand shall be deferred to a date not be unreasonably withheldlater than December 31, 1998; provided that any obligation or obligations so deferred shell continue to accrue interest at the rate indicated above.

Indemnity. 9.1.1 Ablynx will defend, indemnify and hold harmless Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (the “Sanofi Indemnitees”) from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), incurred by or imposed on any of the Sanofi Indemnitees as a result of any Third Party claims, suits, actions, terminations or demands (collectively, “Claims”) to the extent such Claims are incurred, relate to, are in connection with or arise out of (a) Each the breach or non-fulfillment of any representations, warranties or covenants in this Agreement by Ablynx, its Affiliates, sublicensees or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (sub)contractors, (b) the Grantors shall indemnifynegligence, defend and hold harmless each Security Trustee recklessness or willful misconduct of Ablynx, its Affiliates, sublicensees or (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part sub)contractors in connection with the acceptance or administration performance of this Agreement and its duties obligations hereunder, including (c) the costs and expenses violation of defending itself against any claim Applicable Law by Ablynx, its Affiliates, sublicensees or liability and of complying with any process served upon it or any of its officers (sub)contractors in connection with the exercise or performance of its obligations hereunder, (d) any action or omission of the Gatekeeper in performing its powers obligations under or duties hereunder and hold it harmless against, in connection with this Agreement (including in connection with any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice information provided to the applicable Grantor Gatekeeper by or on behalf of Ablynx), (e) any action brought by any Third Party licensor, licensee (other than Sanofi) or collaboration partner of Ablynx, whether past, present or future, (f) the Exploitation of any claim for which indemnification is soughtLicensed Nanobodies, provided that Derivative Nanobodies, Licensed Compounds, Derivative Compounds or Licensed Products or exercise of any licenses from Sanofi in each case by Ablynx, its Affiliates, sublicensees or (sub)contractors after the failure to provide notice shall only limit the indemnification provided hereby termination date of this Agreement, except in each case ((a), (b), (c), (d), or (e)), to the extent such Liabilities resulted from any action for which Sanofi must indemnify Ablynx under Section 9.1.2(a) or (b). With respect to the foregoing proviso (d), in the event of any incremental expense conflict between the procedures set forth in this Article IX and those contained in Article VII, the terms of Article VII will govern. In the case in which Ablynx licenses or actual prejudice as a result partners any Licensed Nanobodies, Derivative Nanobodies, Licensed Compounds, Derivative Compounds or Licensed Products after the termination of this Agreement, then Ablynx will cause such failure; and (ii) must not make any admissions of liability sublicensee or incur any significant expenses after receiving actual notice of the claim or agree partner to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person indemnify Sanofi to the same extent that the interests of the relevant Security Trustee are as set forth in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldthis Section 9.1.1.

Indemnity. The District hereby assumes liability for, and hereby agrees (a) Each whether or not any of the Grantors shall transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless each Security Trustee (the Escrow Agent and its officersrespective successors, assigns, agents, employees, directors, employeesofficers and servants, representatives and agents) from and againstagainst any and all liabilities, any lossobligations, liability or expense losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expensesdisbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by it the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of its Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the District shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or bad faith on its part willful misconduct or the negligent or willful misconduct of the Escrow Agent’s respective successors, assigns, agents and employees or the breach by the Escrow Agent of the terms of this Agreement. In no event shall the District or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in connection with this section. The indemnities contained in this section shall survive the acceptance or administration termination of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim earlier resignation or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice removal of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldEscrow Agent.

Indemnity. (a) Each of the Grantors shall indemnify, defend Borrowers agree to indemnify and hold harmless each Security Trustee (the Banks and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Banks in investigating or bad faith on its part preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrowers or their agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of Borrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Revolving Loans and the payment of all indebtedness of Borrowers to the Banks hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that Borrowers shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of the gross negligence or willful misconduct of any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrowers of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at Borrowers' expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. Borrowers may at its own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent such Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own ordinary negligence, whether or not that negligence is the interests sole, contributing, or concurring cause of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldany Claim.

Indemnity. (a) Each of the Grantors Borrower shall pay, indemnify, defend and hold the Indemnified Parties harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against any and all losses, claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys' fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), which are asserted against, any loss, liability imposed upon or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part any of them (a) in connection with or as a result of or related to the acceptance Project or the execution, delivery, enforcement, performance, or administration of this Agreement or the transactions contemplated hereby or thereby, and its duties hereunder(b) with respect to any investigation, including litigation, or proceeding related to the costs and expenses of defending itself against any claim Project or liability and of complying with any process served upon it this Agreement or any Loan Document (irrespective of its officers whether any Indemnified Party is a party thereto), or any act, omission, event, or circumstance in connection any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Party under this paragraph with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the exercise gross negligence or performance willful misconduct of such Indemnified Party. If any Indemnified Party makes any payment to any other Indemnified Party with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Party receiving such payment, the Indemnified Party making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. Lender may notify Borrower of the progress of any of claims with respect to Indemnified Liabilities pursuant to this Section 7.11 and Borrower shall be entitled, at its powers or duties hereunder own cost and hold it harmless againstexpense, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to participate in the applicable Grantor defense of any third party claim for which indemnification is soughtit may owe the Lender an indemnity, provided pursuant to this Section 7.11, it being understood that the failure to provide notice Lender shall only limit control such defense. The obligations of Borrower in this Section 7.11 shall survive the indemnification provided hereby to termination of this Agreement and the extent discharge of any incremental expense or actual prejudice as a result Borrower's other obligations under this Agreement. The provisions of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent this Section 7.11 shall not be unreasonably withheld. No Grantor shall be required he applicable to reimburse any expense or indemnity against any loss or liability incurred claims made by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, third parties in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are event Lender acquires an equity interest in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldBorrower.

Indemnity. You agree (a) Each of the Grantors shall indemnify, defend to indemnify and hold harmless each Security Trustee (the Lenders and its their respective affiliates and their respective officers, directors, employees, representatives advisors, and agentsagents (each, an “indemnified person”) from and againstagainst any and all losses, claims, damages, liabilities and related expenses to which any losssuch indemnified person may become subject arising out of or in connection with this Commitment Letter, liability the Facility, the use of the proceeds thereof, or expense any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including reasonable in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred by it without negligence or bad faith on its part in connection with the acceptance Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or administration the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from the use by others of this Agreement and its duties hereunderInformation or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the costs and expenses of defending itself against internet, or for any claim special, indirect, consequential or liability and of complying with any process served upon it or any of its officers punitive damages in connection with the exercise Facility or performance of any of in connection with its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice activities related to the applicable Grantor of any claim for which indemnification is soughtFacility, provided that the failure to provide notice shall only limit the indemnification provided hereby and you agree, to the extent of permitted by applicable law, to not assert any incremental expense or actual prejudice as a result of such failure; and (ii) must not make claims against any admissions of liability or incur any significant expenses after receiving actual notice of indemnified person with respect to the claim or agree to any settlement foregoing. You shall not, without the prior written consent of the applicable Grantor, an indemnified person (which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse , conditioned or delayed), effect any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals settlement of any claim; provided pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (ib) the applicable Grantor may does not agree include any statement as to, or any admission of, fault, culpability or a failure to any settlement involving act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that contains any element other than failure to comply with your obligations under the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person preceding sentence may cause irreparable harm to the extent that Lenders and the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the other indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldpersons.

Indemnity. (a) Each of the Grantors shall indemnify, defend The Borrower agrees to indemnify and hold harmless each Security Trustee (the Agents and its the Lenders and their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Lenders in investigating or bad faith on preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its part agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of the Borrower to the Agents and the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrower to the Lenders hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that the Borrower shall have no obligation under this Section to the Lenders with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Lenders. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrower of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at the Borrower's expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. The Borrower may at its own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right Indemnified Party believes it reasonably prudent to approve the counsel designated by protect such Grantor which consent shall not be unreasonably withheldIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ADMINISTRATIVE AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) Each of the Grantors shall Mortgagor hereby agrees to indemnify, defend defend, protect and hold harmless each Security Trustee (Mortgagee and its officers, directors, employees, representatives officers and agents) agents from and againstagainst any and all liabilities, claims and obligations which may be incurred, asserted or imposed upon them or any loss, liability of them as a result of or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with any use, operation, or lease of any of the acceptance or administration of this Agreement Land and its duties hereunderProperty, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any part thereof, or as a result of its officers in connection with the exercise or Mortgagee seeking to obtain performance of any of its powers the obligations due with respect to the Land and Property; provided, however, the foregoing indemnity shall not extend to such liabilities, claims or duties hereunder and hold it harmless againstobligations as result from the fraud, any loss, liability or reasonable expense incurred without gross negligence or bad faith on intentional misconduct of Mortgagee, its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for employees, officers or agents or which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice arise as a result of such failure; and (ii) must not make acts or omissions that occur after a foreclosure or deed in lieu of foreclosure. In case Mortgagee shall have proceeded to enforce any admissions right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event Mortgagee commences advertising of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, an intended foreclosure sale in its sole discretionconnection with a foreclosure judgment, and at its expensesuch proceeding or advertisement shall have been withdrawn, control the defense of the claim includingdiscontinued or abandoned for any reason, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that then in every such case (i) the applicable Grantor may not agree Mortgagor and Mortgagee shall be restored to any settlement involving any indemnified person that contains any element other than the payment of money their former positions and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personrights, (ii) all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken, (iii) each and every Event of Default declared or occurring prior or subsequent to such withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Mortgage, nor the applicable Grantor Waterpark Lease, nor the Guaranty, nor the Obligations, nor any other Security Document shall engage be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and pay Mortgagor hereby expressly waives the expenses benefit of separate counsel for the indemnified person any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to the extent that the interests of the relevant Security Trustee are or in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldthis sentence.

Indemnity. (a) Each of the Grantors Affymetrix shall indemnify, defend indemnify and hold harmless each Security Trustee (Partner, its Affiliates and its and their officers, directors, employees, agents and representatives against any third party suit or proceeding brought against Partner or its Affiliates and agentsits and their officers, directors, employees, agents and representatives to the extent based on (i) from a claim that Affymetrix Product directly infringes a valid and againstenforceable patent, any losscopyright or trade secret right that exists as of the Effective Date in the United States, liability or expense (including ii) Affymetrix’s breach of its obligations or warranties under this Agreement, and Affymetrix shall pay damages and costs finally awarded against Partner resulting therefrom and reasonable costs of investigation or settlement and legal fees and accounting expenses, if any, subject to the Cap (defined below); provided that Partner notifies Affymetrix in writing within thirty (30) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration calendar days of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability suit being made or brought and of complying [***]=CONFIDENTIAL TREATMENT REQUESTED notified to Partner, and Partner gives Affymetrix authority to defend or, upon consultation with Partner, settle any process served upon it such suit or any of its officers in connection with the exercise proceeding, and all reasonably requested information, and assistance necessary to settle or performance of any of its powers defend such suit or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its partproceeding. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent Affymetrix shall not be unreasonably withheld. No Grantor shall be required to reimburse bound in any expense or indemnity against any loss or liability incurred manner by any Security Trustee through negligence or bad faithsettlement made without its prior express written consent. Each Grantor, In the event that an Affymetrix Product is held to infringe as applicable, may, in its sole discretionset forth above, and at its expenseuse is enjoined, control Partner may (a) terminate this Agreement without any further payment or obligation to Affymetrix or (b) request that Affymetrix either obtain for Partner the defense right to continue using such affected Affymetrix Product, modify it to become non-infringing, or grant Partner a credit and accept return of such unused Affymetrix Product. Notwithstanding the claim includingforegoing, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person Affymetrix will have no liability hereunder to the extent that the interests alleged or actual infringement arises: (1) from use of the relevant Security Trustee are Affymetrix Product in conflict a manner not authorized by Affymetrix in Section 2.01; (2) from combination of the Affymetrix Product with those any product not supplied by Affymetrix under this Agreement; or (3) from any addition to or modification of the Affymetrix Product not specified by Affymetrix. Further, Affymetrix will have no liability to the extent the allegedly infringing activity: (4) results from the particular Probe sequences represented on an Array; (5) results from a Diagnostic Product or a Diagnostic Service (and would not have resulted from the Affymetrix Product alone or the procedures for use of such Grantor Affymetrix Product as specified by Affymetrix); or (6) occurs after Affymetrix has provided Partner with a design or work around that is satisfactory to Partner or a license at Affymetrix’s cost. In no event shall Affymetrix’s aggregate, cumulative liability arising out of or relating to this Agreement (including Affymetrix’s indemnity obligations described in this section), exceed the amount of all payments made by Partner under this Agreement for the purchase of Affymetrix Products and Commissions during the Term (iii) the indemnified person shall have “Cap”); provided, however, that the right to approve the counsel designated by such Grantor which consent Cap shall not be unreasonably withheldapply with respect to any liability arising out of Affymetrix’s gross negligence or willful misconduct. The Cap is cumulative but shall not include expenses incurred by Affymetrix in connection with its own legal fees. The existence of one or more claims or suits will not enlarge the Cap. Partner shall indemnify and hold harmless Affymetrix and its Affiliates and its and their officers, directors, employees, agents and representatives for third party claims arising from Partner’s commercialization of Diagnostic Products or Diagnostic Services and any damages (including reasonable costs of investigation or settlement and legal fees and accounting expenses) resulting therefrom subject to the Cap, except to the extent such claims or damages result from Affymetrix’ s negligence, willful misconduct, or breach of this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION STATES THE ENTIRE LIABILITY AND OBLIGATION OF THE PARTIES, AND THE EXCLUSIVE REMEDY OF PARTNER AND ITS AFFILIATES, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ARE IN LIEU OF ALL WARRANTIES OF NON-INFRINGEMENT, EXPRESS OR IMPLIED.

Indemnity. (a) Each of the Grantors shall indemnify, defend Borrower agrees to indemnify and hold harmless each Security Trustee (the Banks and its their respective officers, directors, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and agentscollectively, the "Indemnified Parties") from and against, against any loss, liability cost, liability, damage or expense (including the reasonable legal fees and expensesout-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by it without negligence the Banks in investigating or bad faith on preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrower or its part agents or arises in connection with the acceptance or administration of this Agreement and its duties hereunderduties, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of its powers the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or duties liabilities of Borrower to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Revolving Loans and the payment of all indebtedness of Borrower to the Banks hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to under the applicable Grantor of any claim for which indemnification is soughtNotes, provided that Borrower shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of the gross negligence or willful misconduct of any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrower of such Claim (but failure to provide notice do so shall only limit not affect the indemnification provided hereby herein made except to the extent of any incremental expense or the actual prejudice as a result of harm caused by such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice ). The Indemnified Party shall have the right to employ, at Borrower's expense, counsel of the claim or agree Indemnified Parties' choosing and to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for Claim. Borrower may at its own expense also participate in the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals defense of any claim; provided that (i) the applicable Grantor Claim. Each Indemnified Party may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of employ separate counsel for the indemnified person in connection with any Claim to the extent such Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own ordinary negligence, whether or not that negligence is the interests sole, contributing, or concurring cause of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldany Claim.

Indemnity. (a) Each Seller hereby agrees to indemnify Buyer, Buyer’s designee that is holding a Purchased Asset File on behalf of and at the Grantors shall indemnifydirection of Buyer, defend Buyer’s Affiliates and hold harmless each Security Trustee (and of its officers, directors, employees, representatives and agentsemployees (“Indemnified Parties”) from and againstagainst any and all actual out-of-pocket liabilities, any lossobligations, liability or expense losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable legal attorneys’ fees and expensesdisbursements) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee disbursements (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice all of the claim or agree to foregoing, collectively “Indemnified Amounts”) that may at any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim time (including, without limitation, designating counsel for such time as this Agreement shall no longer be in effect and the relevant Security Trustee Transactions shall have been repaid in full) be imposed on, incurred and controlling all negotiationspaid by or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, litigation, arbitration, settlements, compromises and appeals of or relating to the Transaction Documents including this Agreement or any claim; provided that (i) the applicable Grantor may not agree Transactions hereunder or any action taken or omitted to be taken by any settlement involving Indemnified Party under or in connection with any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified personforegoing; provided, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent Seller shall not be unreasonably withheldliable for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from the gross negligence, bad faith or willful misconduct of Buyer or any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from the gross negligence, bad faith or willful misconduct of Buyer or any Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (including reasonable attorneys’ fees of outside counsel), loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 26 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its outside counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller and this Article 25 shall survive the termination of this Agreement and the Transactions contemplated hereby.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 9.2 (Expenses), whether or not the Grantors transactions contemplated hereby shall be consummated, Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless, each Agent, each Issuing Bank and Lender and each of their and their Affiliates’ respective officers, partners, members, directors, trustees, advisors, employees, attorneys, agents, sub-agents, affiliates, administrators, managers, representatives and controlling Persons (each, an “Indemnitee”), from and against any and all 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 each Security Trustee (set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and its officers, directors, employees, representatives satisfy under applicable law to the payment and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) satisfaction of all Indemnified Liabilities incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it Indemnitees or any of its officers in connection with them. If for any reason the exercise foregoing indemnification is unavailable to any Indemnitee, or performance of any of its powers or duties hereunder and insufficient to hold it harmless againstharmless, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice then Borrower will contribute to the applicable Grantor of any claim for which indemnification is soughtamount paid or payable by such Indemnitee, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as applicable, as a result of such failure; Indemnified Liability in such proportion as is appropriate to reflect the relative economic interests of (i) Borrower and its Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) must not make any admissions such Indemnitee on the other hand with respect to the transactions under the Financing Documents, as well as the relative fault of liability (x) Borrower and its Affiliates, shareholders, partners, members or incur any significant expenses after receiving actual notice other equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of the claim or agree Borrower under this Section 9.3 will be in addition to any settlement without liability which Borrower may otherwise have, and will be binding upon and inure to the written consent benefit of any successors, assigns, heirs and personal representatives of Borrower, the applicable GrantorIndemnitees, which consent any such Affiliate and any such Person. Notwithstanding the foregoing, Borrower shall not be unreasonably withheld. No Grantor shall be required to reimburse indemnify any expense indemnified party for losses, claims, damages or indemnity liabilities arising solely out of disputes as between the indemnified parties that are not based on any act or omission of Borrower or any of its subsidiaries or affiliates, excluding any disputes against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, Agent acting in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldcapacity.

Indemnity. (a) Each of the Grantors shall indemnify, CSC agrees to defend and hold You harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and againstagainst any liability, any lossdamage, liability loss or expense (including reasonable legal attorneys’ fees and expensesexpenses of litigation) (collectively, “Losses”) incurred by it without negligence or bad faith on its part imposed upon You in connection with any third party claim, action or proceeding (a “Claim”) that the acceptance Software as made available to You by CSC infringes any patent, copyright or administration trademark or misappropriates any trade secret. You agree to defend and hold CSC, its third party licensors, its affiliates and its and their directors, officers, employees and agents and its and their respective successors, heirs and assigns (the “CSC Parties”) harmless from and against any Losses incurred by or imposed upon the CSC Parties or any of them in connection with any Claim arising from or in connection with (a) any breach of this Agreement and its duties hereunder, including by You or (b) your Use of the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with Software. The Party requesting indemnification hereunder (the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee “Indemnified Party”) will (i) must provide reasonably the Party providing indemnification hereunder (the “Indemnifying Party”) with prompt notice to the applicable Grantor of any claim for which indemnification is soughtsuch Claim (provided, provided however, that the failure to provide notice do so shall only limit not relieve the Indemnifying Party of its indemnification provided hereby obligations hereunder except to the extent of any incremental expense or actual material prejudice to the Indemnifying Party as a direct result of such failure); and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of permit the claim or agree Indemnifying Party to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, assume and at its expense, control the defense of such action upon the claim includingIndemnifying Party’s written notice to the Indemnified Party of its intention to indemnify; and (iii) upon the Indemnifying Party’s written request, without limitation, designating counsel provide to the Indemnifying Party all available information and assistance reasonably necessary for the relevant Security Trustee Indemnifying Party to defend such Claim. The Indemnified Party shall have the right, at its sole cost and controlling all negotiationsexpense, litigation, arbitration, settlements, compromises to participate in the defense and appeals settlement of any claim; provided that (i) such Claim with counsel of its choice. Notwithstanding the applicable Grantor may not agree foregoing, CSC shall have no obligation to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person indemnify You to the extent that the interests any Claim arises from (a) Your use of the relevant Security Trustee are Software in conflict with those contravention of such Grantor and this Agreement or the Documentation; (iiib) the indemnified person shall combination or use of the Software with any other services, technology, content or material that were not provided by CSC; (c) the modification of the Software by anyone other than CSC; or (d) Your use of the Software after You reasonably could have the right implemented a non-infringing alternative pursuant to approve the counsel designated by such Grantor which consent shall not be unreasonably withheldSection 12(B)(i) or (ii).