Common use of Indemnity Clause in Contracts

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

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

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

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

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents, sub-agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

Indemnity. (a) In addition Each Grantor jointly and severally agrees to pay upon demand to the payment Collateral Agent the amount of expenses pursuant any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement (including the customary fees and charges of the Collateral Agent for any monitoring or audits conducted by it or on its behalf with respect to Section 9.2the Accounts or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not the transactions contemplated hereby any Indemnitee is a party thereto; provided that such indemnity shall be consummatednot, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees such Indemnitee or any of them. (b) To its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the extent permitted by applicable law, no party hereto other Security Documents. The provisions of this Section 9.18 shall assert, remain operative and all parties hereto hereby waive, any claim against any other parties in full force and their respective Affiliates, directors, employees, attorneys or agents, on any theory effect regardless of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, termination of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinother Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any Revolving Loan or the use of the proceeds thereof Loans, the invalidity or unenforceability of any term or provision of this Agreement or any act or omission or event occurring in connection therewithother Loan Document, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether investigation made by or not accrued and whether on behalf of the Collateral Agent or not known or suspected to exist in its favorany Lender. All amounts due under this Section 9.18 shall be payable on written demand therefor.

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party, jointly and severally, agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their respective Affiliates and their the respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender and of each of their respective Affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agentsRelated Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through the Internet, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ sue upon or assert any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Person referred to in the immediately preceding sentence shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. (c) All amounts due under this Section 10.3 shall be due and payable promptly (and in any event within thirty (30) days) following receipt by Borrower of an invoice relating thereto setting forth such expenses.

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

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

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

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

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by law Seller, whether or not the transactions contemplated hereby shall be consummatedat its sole cost and expense, Company agrees to indemnify, defend and hold harmless Buyer, its Third Party Beneficiaries (subject to Indemnitees’ selection of counselas defined in Section 20 below), indemnifyits contractors and subcontractors, pay consultants, any landlords and hold harmlessoverlandlords from whom any Buyer’s affiliates may lease a hotel or a casino/hotel property, each Affected Party and each Agentof their respective subsidiaries, their Affiliates affiliates, parent companies and their respective members, officers, partners, directors, trusteesmanagers, employees employees, agents, shareholders, successors and agents assigns, heirs, administrators, and personal representatives (eachcollectively, an “IndemniteeBuyer’s Indemnitees”), ) from and against any and all Indemnified Liabilitieslosses, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGcosts, IN WHOLE OR IN PARTexpenses, OUT OF THE COMPARATIVEclaims, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding judgments or liabilities (including reasonable costs and attorney’s fees which shall be reimbursed as incurred) which in any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation way arise out of or relate to any Indemnitee hereunder with respect actual or alleged injury, death or damage to any Indemnified Liabilities person or property resulting from any act or omission of Seller, its employees, contractors or affiliates or the goods supplied or services covered by this Order. Seller also agrees, at its sole cost and expense, to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay defend and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policyBuyer’s Indemnitees, Company shall contribute the maximum portion that it is permitted to pay their parents, subsidiaries and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable lawaffiliates, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliatesofficers, directors, employeesshareholders, attorneys successors and assigns, employees from and against any and all claims, demands, losses, liabilities, damages, causes of action or agentsexpenses (including reasonable costs and attorney’s fees, on any theory of liabilitywhich shall be reimbursed as incurred), for specialcaused by, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofresulting from, or in any way related toconnected with (a) an infringement of or claimed infringement of any patent, this Agreement trademark, or any Credit Document copyright arising out of the sale, use or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinpossession of the merchandise furnished by, the transactions contemplated hereby or thereby, any Revolving Loan or the use services performed by Seller (b) the acts or omissions of Seller or Seller’s agents, employees, subcontractors or contractors in conjunction with this Order, or (c) any breach of the proceeds thereof or any act or omission or event occurring warranties of Seller contained in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthis Order.

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

Indemnity. (a) In addition to You must, during and after the payment of expenses pursuant to Section 9.2License Term, whether or not indemnify the transactions contemplated hereby shall be consummatedIndemnified Parties against, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessthem harmless from, each Affected Party and each Agentall losses, their Affiliates and their respective officerscosts, partnersliabilities, directorsdamages, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertclaims, and all parties hereto hereby waiveexpenses, any claim against any including reasonable attorneys’ fees, expert fees, costs and other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory expenses of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) litigation arising out of, in connection withof or resulting from: (i) any claimed occurrence at the Hotel or arising from, as a result of, or in any way related toconnection with the development, this Agreement construction or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use operation of the proceeds thereof Hotel (including the design, construction, financing, furnishing, equipment, acquisition of supplies or operation of the Hotel in any act way); (ii) any bodily injury, personal injury, death or omission property damage suffered or event occurring in connection therewithclaimed by any guest, and all parties hereto hereby waivecustomer, release and agree not to visitor or employee of the Hotel; (iii) your alleged or actual infringement or violation of any patent, ▇▇▇▇ upon or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any such claim contract (including any System-wide group sales agreement), any Applicable Law, or any industry standard; (v) any business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of you or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the Hotel or in any way arising out of or related to this Agreement; or (vii) your failure to comply with Subparagraph 16.l., including a breach of the representations set forth therein. However, you do not have to indemnify an Indemnified Party to the extent damages otherwise covered under this Paragraph 9 are adjudged by a final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel. You may not rely on this exception to your indemnity obligation if the claims were asserted against us or any other Indemnified Party on the basis of: (i) theories of imputed or secondary liability, such damagesas vicarious liability, whether agency, or not accrued apparent agency; or (ii) our failure to compel you to comply with the provisions of this Agreement, including compliance with Standards, Applicable Laws or other requirements. You will also indemnify the Indemnified Parties for any claim for damages by reason of the failure of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the Standards. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving an Indemnified Party within five (5) days of your actual knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same or we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the action, suit, proceeding, claim, demand, inquiry or investigation at your expense and whether risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or not known to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or suspected otherwise mitigate their losses to exist maintain a claim against you, and their failure to do so will in its favorno way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or termination of this Agreement.

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

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

Indemnity. (a) In addition to FPL shall hold the payment of expenses pursuant to Section 9.2Customer, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective its officers, partnersagents, directors, trustees, and employees harmless against claims by third parties for bodily injury (including death) and agents (each, an “Indemnitee”), third party tangible personal property damage resulting solely and exclusively from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company FPL’s gross negligence during the performance of the installation of the System at the Location. FPL shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable responsible for damages whether resulting in whole or in part because they are violative of any law or public policyfrom the Customer, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) its employees, agents, representatives or those in its care and custody. To the extent permitted by applicable lawSection 768.28, no party hereto Florida Statutes, the Customer shall asserthold harmless, indemnify and defend FPL, its affiliates and parent company, and their officers, agents, and employees (collectively, “FPL Entities”) from and against all parties hereto hereby waiveliability, claims, judgments or costs for injury to, or death of any claim against person or persons, for the loss or damage to any property, and for the imposition of any penalties, fines or other parties assessments by any governmental agency arising out of the performance under this Contract, and their respective Affiliatesresulting from any negligence or failure to act by the Customer, directors, or any of its employees, attorneys or agents, on representatives or those in its care and custody. An indemnitor under this Section shall have the right to defend an indemnitee by counsel (including insurance counsel) of indemnitor’s selection reasonably satisfactory to the indemnitee, with respect to any theory claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of liability, for special, indirect, consequential any asserted claims or punitive damages (as opposed to direct actions indemnified against hereunder and shall cooperate with each other in the defense of any such claims or actual damages) (whether actions. No indemnitee shall settle any such claims or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use actions without prior written consent of the proceeds thereof or any act or omission or event occurring in connection therewithindemnitor. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 4.1 TO THE CONTRARY, and all parties hereto hereby waiveNOTHING CONTAINED HEREIN SHALL CONSTITUTE A WAIVER BY THE CUSTOMER OF ITS LIMITED WAIVER OF SOVEREIGN IMMUNITY PURSUANT TO THE PROVISIONS OF SECTION 768.28, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorFLORIDA STATUTES.

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties Affected Party or Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.29.2 and the indemnification provided pursuant to Sections 2.19(e) and 8.5, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents and persons identified in the last sentence of Section 2.4(b) hereof (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts in respect of claims for taxes not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Indemnification of an Affected Party is subject to and not in addition to the indemnification provided pursuant to Section 2.19(e) and 8.5. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties Affected Party or Lender and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring on the part of those indemnified directly caused the relevant Loss. (c) The right of those indemnified to be indemnified under this clause 11.1 is in connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (d) AHPRA holds the benefit of this indemnity on trust for the benefit of the National Boards and agree not AHPRA's personnel. (e) Nothing in this Agreement is intended to ▇▇▇ upon any such claim limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

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

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

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

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

Indemnity. (ai) In addition to The Borrower shall indemnify and hold harmless the payment Administrative Agent, the Lenders and their respective Affiliates, and their respective partners, directors, officers, employees, agents and advisors (collectively the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of expenses pursuant to Section 9.2any counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), whether incurred by any Indemnitee or not asserted against any Indemnitee by any third party or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (as applicable) arising out of, in connection with, or as a result of (A) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby shall be consummatedor thereby, Company agrees (B) any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (C) any actual or prospective claim, litigation, investigation or proceeding relating to defend (subject to Indemnitees’ selection any of counsel)the foregoing, indemnifywhether based on contract, pay tort or any other theory, and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against regardless of whether any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)Indemnitee is a party thereto; provided, Company provided that such indemnity shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of that such Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the fullest extent permitted by applicable lawApplicable Law, no party hereto the Borrower shall not assert, and all parties hereto hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in this Agreement, any way related to, this Agreement or any Credit other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinhereby, the transactions contemplated hereby or thereby, any Revolving Loan or equity contribution or the use of the proceeds thereof thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Transaction Documents and the termination of the Transaction Documents. All amounts due under this subsection shall be payable within ten Business Days after demand therefor to the extent that funds in the Accounts are available for such payment in accordance with this Agreement. If the foregoing indemnification is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then the Borrower agrees to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, but also the relative fault of such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, as well as any other relevant equitable considerations. This Section 13(e)(i) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. (ii) The Collateral Manager agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Collateral Manager of any covenant or any act of its obligations under any Transaction Document, (B) the failure of any of the representations or omission warranties of the Collateral Manager set forth in any Transaction Document or event occurring in any certificate, statement or report delivered in connection therewiththerewith to be true when made or when deemed made or repeated and (C) by reason of any gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) on the part of the Collateral Manager in its capacity as Collateral Manager; except the Collateral Manager shall not be liable to the extent any such losses, claims, damages, liabilities or related expenses (x) result from the performance or non-performance of the Portfolio Assets or (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(ii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Collateral Manager shall not have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Collateral Manager (which consent shall not be unreasonably withheld or delayed). (iii) The Equityholder agrees to indemnify and hold harmless each Indemnitee from and against any and all parties hereto hereby waiveIndemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, release in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Equityholder of any covenant or any of its obligations under any Transaction Document, (B) the failure of any of the representations or warranties of the Equityholder set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and agree (C) any gross negligence, bad faith or willful misconduct on the part of the Equityholder in its capacity as Equityholder; except the Equityholder shall not be liable to ▇▇▇ upon the extent any such claim or any such losses, claims, damages, whether liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(iii) shall not accrued and whether apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Equityholder shall not known have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or suspected could be) subject to exist in its favorindemnification hereunder without the prior written consent of the Equityholder (which consent shall not be unreasonably withheld or delayed).

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, managers, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)in respect of Taxes that are not an Indemnified Tax other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee in the performance of such Indemnitee’s obligations hereunder. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, except with respect to any third party claims, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

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

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

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

Indemnity. (i) To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from third party Claims to the extent arising out of or in connection with the following (including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws): (a) In addition the making of Alterations, or (b) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (i) the use or occupancy of, or the conduct of business in, the Premises; (ii) damage to the payment Building Systems of expenses pursuant the Project caused by Tenant; (iii) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (iv) any other occurrence or condition in or on the Premises; and (v) negligent acts or omissions of Tenant or any other Tenant Parties in or about any portion of the Project. The foregoing indemnification shall not apply in favor of any particular Indemnitee to the extent that a Claim was proximately caused by the willful misconduct or gross negligence of such Indemnitee. In that event, however, the indemnification under this Section 9.216.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, whether or not the transactions contemplated hereby Landlord shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, protect and hold harmlessTenant harmless of and from third party Claims to the extent arising out of or in connection with any occurrence, each Affected Party and each Agentaccident or injury within the Common Areas caused by the negligence or willful misconduct of Landlord, their Affiliates and their respective officersincluding, partnersbut not limited to, directorsClaims brought by or on behalf of employees of Landlord, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to which Landlord waives, for the benefit of Tenant, any Indemnified Liabilities immunity to which Landlord may be entitled under any worker’s compensation laws. The foregoing indemnification shall not apply in favor of Tenant to the extent such Indemnified Liabilities arise from that a Claim was proximately caused by the willful misconduct or gross negligence, bad faith or willful misconduct, as determined by a court negligence of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Tenant or any of themTenant Party. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

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

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

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

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties affected Party or Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall the applicable Credit Party shall, subject to the proviso in the preceding sentence, contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring on the part of those indemnified directly caused the relevant Loss. (c) The right of those indemnified to be indemnified under this clause 11.1 is in connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release and agree any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (▇) ▇▇▇▇▇ upon any such claim holds the benefit of this indemnity on trust for the benefit of the National Boards and ▇▇▇▇▇'s personnel. (e) Nothing in this Agreement is intended to limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

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

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

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

Indemnity. 7.1 Without prejudice to the other rights or remedies of the Dealers, the Issuer and the LLP jointly and severally undertake to each Dealer that if that Dealer or any Relevant Party relating to that Dealer incurs any liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses) (a Loss) as a result of or in relation to: (a) In addition any actual or alleged misrepresentation in, or actual or alleged breach of, any of the representations and warranties of the Issuer and/or the LLP and/or any Seller contained in or deemed to be made under this Agreement; or (b) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the payment Disclosure Documents (excluding any Information Provided by the Dealers (as defined in Clause 7.3 below)) or the omission or alleged omission to state therein of expenses pursuant a material fact necessary in order to Section 9.2make the statements therein, whether or in the light of the circumstances under which they were made, not misleading, the transactions contemplated hereby Issuer or, as the case may be, the LLP shall be consummated, Company agrees to defend (subject to Indemnitees’ selection Clause 7.3 below) pay to that Dealer on demand an amount equal to such Loss and will reimburse each Dealer for all costs, charges and expenses which such Dealer may reasonably and properly incur (including any applicable amounts in respect of counsel)VAT) in connection with investigating, indemnifydisputing or defending such action or claim as such costs are incurred. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 7.1. 7.2 Without prejudice to the other rights or remedies of the Dealers, each Seller undertakes to each Dealer that if that Dealer or any Relevant Party relating to that Dealer incurs any Loss as a result of or in relation to any actual or alleged misrepresentation in, or actual or alleged breach of the representations and warranties of the Seller and/or the LLP under this Agreement, such Seller shall pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 7.2. 7.3 Each Dealer agrees, severally and not jointly, to indemnify and hold harmless, each Affected Party harmless the Issuer and the LLP and each Agentperson, their Affiliates if any, who controls the Issuer and their respective officersthe LLP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Clause 7.1 above, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder but only with respect to any Indemnified Liabilities losses, claims, damages or liabilities caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the extent Issuer and the LLP by or on behalf of such Indemnified Liabilities arise Dealer through the Lead Manager(s) specifically for use in the Prospectus (or any amendment or supplement thereto). The Issuer and the LLP acknowledge that the paragraphs relating to over- allotment, effecting transactions with a view to supporting the market price of the Covered Bonds and stabilisation in the Prospectus constitute the only information furnished by or on behalf of the several Dealers for inclusion in the Prospectus (such statements being the Information Provided by the Dealers). 7.4 In case any action, claim or demand shall be brought against any Relevant Party in respect of which recovery may be sought from the gross negligenceIssuer, bad faith or willful misconductthe Seller and/or the LLP, as determined the case may be, under this Clause 7, the relevant Dealer shall promptly notify the Issuer, the Seller and/or the LLP, as the case may be, in writing, setting out the relevant claim in reasonable detail, and the Issuer, the Seller and/or the LLP, as the case may be, shall have the option exercisable by notice in writing given to the relevant Dealer not later than 21 days after the giving of the relevant notice as aforesaid by the relevant Dealer) to assume the defence thereof. Where the Issuer, the Seller and/or the LLP has assumed such defence, the relevant Dealer shall have the right to employ separate legal advisers in relation to any such claim, action or demand and participate in the defence thereof, but the fees and expenses of such legal advisers shall be borne by the relevant Dealer (unless the employment thereof has been specifically authorised or requested in writing by the Issuer, the Seller and/or the LLP or the relevant Dealer has defences additional to or different from the Issuer, the Seller and/or the LLPor the Issuer, the Seller and/or the LLP has failed to employ legal advisers reasonably satisfactory to the Dealer within a court reasonable period of competent jurisdiction time after notice by the Dealer of the commencement of such proceedings, in a final non-appealable order which case the Issuer, the Seller and/or the relevant Guarantor, as the case may be, shall pay all such fees and expenses). None of that Indemnitee. To the extent that Issuer, the undertakings Seller and the LLP shall effect any settlement without the written consent of the Relevant Party (such consent not to defendbe unreasonably withheld or delayed). 7.5 Without prejudice to the other rights and remedies of the Issuer, indemnifythe Seller and the LLP, pay each Dealer will severally and hold harmless set forth not jointly indemnify the Issuer, the Seller, the LLP and any director, officer or employee of the Issuer, the Seller and/or the LLP, for any losses, liabilities, costs, claims, charges, expenses, actions or demands which the Issuer, the Seller, the LLP or any director, officer or employee of the Issuer, the Seller and/or the LLP may incur (including any applicable amounts in this Section 9.3 respect of VAT), or which may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or made against any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, them as a result of, of or in relation to any way related tobreach by such Dealer of any of the restrictions set out in Appendix 2 hereto (including, without limitation, reasonable costs of investigation and defence), provided, however, that no Dealer shall be liable under this Agreement Clause 7.5 for any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Covered Bonds to any Credit Document person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Covered Bonds could legally be sold in compliance with the provisions of Appendix 2. The provisions of Clause 7.4 with respect to the conduct and settlement of actions shall apply mutatis mutandis to the indemnity contained in this Clause 7.5. 7.6 Neither the Issuer nor the LLP shall be liable in respect of any settlement of any action effected without its consent, such consent not to be unreasonably withheld or any agreement or instrument contemplated hereby or thereby or referred to herein or thereindelayed, provided that if the transactions contemplated hereby or thereby, any Revolving Loan Issuer or the use LLP withhold consent of such a settlement then the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not withholding party shall be obliged to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorassume the defence thereof.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counselone outside counsel for all Indemnitees taken as a whole, or, with the consent of the Borrower (such consent not to be unreasonably withheld), one outside counsel to any Indemnitee, and additional local counsel in any relevant jurisdiction, and solely in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for all similarly situated affected persons taken as a whole), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, COMPARATIVE OR SOLE CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; providedprovided that such indemnity shall not, Company shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligencenegligence or willful misconduct of such Indemnitee, (ii) result from a claim brought by any Credit Party against an Indemnitee for breach in bad faith or willful misconductof such Indemnitee’s funding obligations hereunder, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) disputes arising solely between Indemnitees and (A) not involving any action or inaction by any Credit Party or (B) not relating to any action of such Indemnitee in its capacity as Administrative Agent or Collateral Agent. No Credit Party shall be liable for any settlement of any proceedings if such settlement was effected without its consent (which consent shall not be unreasonably withheld or delayed), but if settled with the written consent of the Borrower or if there is a final judgment for the plaintiff in any such proceedings, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. This Section 10.3 shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from any non-appealable order of that IndemniteeTax claim. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto to this Agreement shall assert, and all parties hereto each party to this Agreement hereby waivewaives, any claim against any other parties party to this Agreement and their respective Affiliatesaffiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each party to this Agreement hereby waivewaives, release releases and agree agrees not to ▇s▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each party to this Agreement also agrees that no other party to this Agreement or their respective affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to any such party or any person asserting claims on behalf of or in right of any such party or any other person in connection with or as a result of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by such party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such other party or their respective affiliates, directors, employees, attorneys, agents or sub-agents in performing their respective obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that, in no event will any party to this Agreement or their respective affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such party’s or their respective affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. (a) In addition Except to the payment extent caused by the gross negligence or willful misconduct of expenses pursuant to Section 9.2an Indemnified Party (as hereinafter defined), whether or not the transactions contemplated Tenant hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party harmless Landlord and each Agent, their Affiliates and their respective officersits employees, partners, directorsagents, trusteescontractors, employees lenders and agents ground lessors (each, an “Indemnitee”), said persons and entities are hereinafter collectively referred to as the "Indemnified Parties") from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, cost of consultants and experts, attorneys fees, court costs and other legal expenses, effects of environmental contamination, cost of environmental testing, removal, remediation and/or abatement of Hazardous Materials (as said term are defined below), insurance policy deductibles and other expenses (hereinafter collectively referred to as "Damages") arising out of or related to an Indemnified LiabilitiesMatter (as defined below). For purposes of this Section, IN ALL CASESan "Indemnified Matter" shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, WHETHER OR NOT CAUSED BY OR ARISINGdirectly or indirectly, IN WHOLE OR IN PART(a) Tenant's or its employees', OUT OF THE COMPARATIVEagents', CONTRIBUTORYcontractors' or invitees' (all of said persons or entities are hereinafter collectively referred to as "Tenant Parties") use or occupancy of the Premises or the Project, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To any act, omission or neglect of a Tenant Party, (c) Tenant's failure to perform any of its obligations under the Lease, (d) the existence, use or disposal of any Hazardous Material brought on to the project by a Tenant Party or (e) any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. This indemnity is intended to apply to the fullest extent permitted by applicable law. Tenant's obligations under this Section shall survive the expiration or termination of this Lease unless specifically waived in writing by Landlord after said expiration or termination. Landlord hereby agrees to indemnify, no party hereto shall assertdefend and hold harmless Tenant and its employees, agents, and all parties hereto hereby waive, any claim contractors (said persons and entities are hereinafter collectively referred to as the “Tenant Indemnified Parties”) from and against any other parties and their respective Affiliatesall Damages that result from the gross negligence or willful misconduct of Landlord its employees and its authorized representatives (a “Tenant Indemnified Matter”). Landlord’s obligations hereunder shall include, directorsbut shall not be limited to (a) compensating the Tenant Indemnified Parties for Damages arising out of Tenant Indemnified Matters within ten (10) days after written demand from a Tenant Indemnified Party plus a reasonable period of time for Landlord’s investigation of the claim and (b) providing a defense, employeeswith counsel reasonably satisfactory to the Tenant Indemnified Party, attorneys at Landlord’s sole expense, within ten (10) days after written demand from the Tenant Indemnified Party, of any claims, action or agentsproceeding arising out of or relating to an Tenant Indemnified Matter. This indemnity is intended to apply to the fullest extent permitted by applicable law. Landlord’s obligations under this section shall survive the expiration or termination of this Lease unless specifically waived in writing by Tenant after said expiration or termination. Tenant hereby waives its right to recover consequential, on any theory of liability, for special, indirect, consequential exemplary or punitive damages (as opposed to direct or actual damages) (whether or including but not the claim therefor is based on contractlimited to, tort or duty imposed by any applicable legal requirementlost profits) arising out of, in connection with, as of a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorTenant Indemnified Matter.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent (and each Agentsub-agent thereof), their Affiliates each Arranger and each Lender and each of their respective officers, partners, directors, trustees, employees and agents Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, . THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVE, CONTRIBUTORYSTRICT LIABILITY, OR SOLE NEGLIGENCE ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)ANY KIND BY ANY INDEMNITEE; provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (i) the gross negligencenegligence or willful misconduct of such Indemnitee or (ii) in a claim brought by the Borrower or any other Credit Party against an Indemnitee, from a material breach in bad faith of such Indemnitee’s obligations hereunder or willful misconductunder any other Credit Document, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final non-appealable order of that Indemniteejurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties and their respective AffiliatesAgent, directors, employees, attorneys any Arranger or agents, any Lender or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party agrees that no Agent, Arranger or Lender or any Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 10.3(b), in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent, Arranger or Lender in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummatedconsummated or the Term Loans shall be borrowed, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, each Affected Finance Party and each Agent, their Affiliates and their respective its officers, partners, members, directors, trustees, employees advisors, employees, agents and agents Affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company provided that no Credit Party shall not have any obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from the gross negligence, bad faith or willful misconductmisconduct of that Indemnitee; (ii) result from a material breach of the obligations of any that Indemnitee under the Credit Documents; or (iii) result from disputes brought by and between and among Indemnitees (not involving an act or omission of the Borrowers, the Credit Parties or their Affiliates as determined by a court of competent jurisdiction in a final and non-appealable order of that Indemniteedecision). To the extent that the undertakings to defend, indemnify, pay indemnify and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of or voidable under any applicable law or (including for reasons of public policy), Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto to this Agreement shall assert, and all parties hereto each party hereby waivewaives, any claim against any each other parties party and their its respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto the Borrower (on behalf of itself and each other Credit Party) hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay promptly upon demand and hold harmless, each Affected Party and each Agent, their Affiliates Lender and LC Issuing Bank and their respective officers, partners, directors, trustees, employees and agents Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent (i) such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined are found by a final and nonappealable judgment of a court of competent jurisdiction in a final non-appealable order to arise from the gross negligence or willful misconduct of that Indemnitee, (ii) such Indemnified Liabilities are found by a final and nonappealable judgment of a court of competent jurisdiction to arise out of a breach of any obligation of such Indemnitee due to its gross negligence or willful misconduct under this Agreement and the other Credit Documents, including to the wrongful dishonor by an LC Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it or (iii) such Indemnified Liabilities arise out of any dispute solely among Indemnitees (other than claims against any Indemnitee in its capacity or in fulfilling its role as Agent and the other Credit Documents and other than any claims involving any act or omission on the part of Borrowers, their Restricted Subsidiaries or any other Affiliates). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law Governmental Rule or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law Governmental Rules to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Without limiting the provisions of Section 2.18(d), this Section 10.3(a) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the extent that Borrowers for any reason fail to indefeasibly pay any amount required under Sections 10.2 and 10.3(a) to be paid by it to any Agent (or any sub-agent thereof), the LC Issuing Banks, or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), the LC Issuing Banks, or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) or the LC Issuing Banks in its respective capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) or the LC Issuing Banks in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans (other than Swingline Loans), participations in Swingline Loans and Letters of Credit or Unreimbursed Amounts under Letters of Credit and unused Commitments at the time. (c) To the extent permitted by applicable lawGovernmental Rules, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) To the extent permitted by applicable Governmental Rules, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Credit Parties and their respective Subsidiaries and Affiliates, or Representatives, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity obligations under the Credit Documents to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. The agreements in this Section 10.3 shall survive the resignation of Administrative Agent, the LC Issuing Bank, the replacement of any Lender, the termination of the Revolving Commitments and the repayment of the Loans and all other amounts payable hereunder.

Indemnity. (a) In addition to The Plan Administrator, the payment members of expenses pursuant to Section 9.2the Post-Consummation Trust Committee, whether or not the transactions contemplated hereby shall be consummated▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Company agrees to defend (subject to Indemnitees’ selection of counsel)▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, indemnify▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective agents, employees, officers, partners, directors, trusteesprofessionals, employees attorneys, accountants, advisors, representatives and agents principals (eachcollectively, an the “IndemniteeIndemnified Parties”)) shall be indemnified and held harmless by the Post-Consummation Trust, to the fullest extent permitted by law, solely from the Post-Consummation Trust Assets and/or the Trust Proceeds for any losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, suit, proceeding or investigation brought or threatened against any and all one or more of the Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)Parties on account of the acts or omissions of the Plan Administrator or the members of the Post-Consummation Trust Committee solely in their capacity as such; provided, Company however, that the Post-Consummation Trust shall not have any obligation be liable to any Indemnitee hereunder with respect to indemnify any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, Party for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission constituting gross negligence, fraud or event occurring 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 connection therewithany action brought against them as a result of the acts or omissions, and all parties hereto hereby waiveactual or alleged, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist of an Indemnified Party in its favorcapacity 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. (a) In addition to and without limiting any other protection of the payment of expenses pursuant Collateral Trustee hereunder or otherwise by law, the Obligors jointly and severally agree to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Party Priority Debt Representative, each Secured Debtholder and each Agent, of their respective Affiliates and their respective each and all of the directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified LiabilitiesLiabilities whether groundless or otherwise, IN ALL CASEShowsoever arising from or out of any act, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)omission or error of the Collateral Trustee in connection with its acting as Collateral Trustee hereunder; provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and non-appealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or wilful misconduct of that such Indemnitee. . (b) All amounts due under this Section 10.11 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.11(a) may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall each of the Obligors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bd) To the extent permitted by applicable law, no party hereto shall No Obligor will ever assert, and all parties hereto each of them hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithObligors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favorfavour. (e) The agreements in this Section 10.11 will survive repayment of all other Priority Lien Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee or the Priority Debt Representatives. (f) To the extent the Collateral Trustee is not fully indemnified pursuant to Section 10.11(a), each Secured Debtholder shall, severally but not jointly based on its percentage share of the aggregate Priority Lien Obligations at the applicable time, indemnify the Collateral Trustee and its directors, officers, partners, trustees, employees, attorneys and agents and their respective heirs, representatives, successors and assigns from and against any Indemnified Liabilities against them whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Collateral Trustee in connection with its acting as Collateral Trustee hereunder; provided that each Secured Debtholder shall not be required to indemnify the Collateral Trustee to the extent that such Indemnified Liability results from the gross negligence or wilful misconduct of the Collateral Trustee as determined by a final and non-appealable decision of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, except as set forth in the preceding sentence, any indemnity contained in this Agreement shall apply regardless of the negligence (whether such negligence is sole, joint, concurrent, active or passive) other than gross negligence of the Collateral Trustee, and regardless of any pre-existing condition or defect or any form of strict liability. If and to the extent that the foregoing undertaking may be unenforceable for any reason, subject to the same limitations as set forth above, each Secured Debtholder hereby agrees to make the maximum contribution to the payment and satisfaction of each of the such Indemnified Liabilities which is permissible under applicable law.

Indemnity. (a) In addition The Grantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Party Parity Lien Representative, each holder of Parity Lien Obligations and each Agent, of their respective Affiliates and each and all of their respective directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation provided that no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that such Indemnitee. THIS INDEMNITY COVERS ORDINARY NEGLIGENCE OF ANY OF THE FOREGOING PARTIES. (b) All amounts due under this Section 7.9 will be payable promptly upon written demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.9(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Parity Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.9 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Collaborator will defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessWistar, each Affected Party the Principal Investigator, and each Agentany of Wistar’s trustees, their Affiliates and their respective officers, partners, directors, trusteesaffiliates, students and current and former employees and agents (each, an hereinafter referred to collectively as the “IndemniteeIndemnified Persons”), from and ) harmless against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for specialloss, indirectdamage, consequential claim or punitive damages expense (as opposed to direct or actual damagesincluding attorney’s fees) (whether or not collectively the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement“Indemnified Losses”) arising out of, of or in connection withwith this Agreement, as a result ofincluding without limitation, or in any way related to, Indemnified Losses resulting from Collaborator’s breach of this Agreement or any Credit Document use or other disposition by Collaborator, its employees, affiliates, contractors, vendors, licensees or agents of the results of the Collaborative Research, Research Results, or any agreement Inventions, Patents, materials or instrument contemplated hereby or thereby or referred products derived therefrom. Collaborator agrees to herein or therein, pay promptly to the transactions contemplated hereby or thereby, any Revolving Loan or Indemnified Persons the use amount of all Indemnified Losses to which the foregoing indemnity relates. The indemnification rights of the proceeds thereof Indemnified Persons contained herein are in addition to all rights which the Indemnified Persons may have at law or any act in equity or omission otherwise. (a) Wistar shall notify Collaborator upon learning of the institution or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon threatened institution of any such Indemnified Losses and at Collaborator’s request, Wistar shall cooperate with Collaborator in every proper way in the defense or settlement thereof at Collaborator's expense. Collaborator shall not dispose or settle any claim admitting liability on the part of Wistar, or grant any such damagesrights to the Wistar Background Intellectual Property, whether Confidential Information of Wistar, or not accrued and whether Wistar’s interest in the Research Results, Inventions or not known or suspected to exist in its favorPatents, without Wistar’s prior written consent.

Indemnity. (a) In addition The Warrantors hereby agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless the Purchaser, each Affected Party and each Agentsuch Purchaser’s respective employees, their Affiliates Affiliates, Associates, agents and their respective officersassigns (collectively, partners, directors, trustees, employees the “Indemnified Parties” and agents (each, an “IndemniteeIndemnified Party”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable Indemnifiable Losses suffered by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable lawIndemnified Parties, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys directly or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to this Agreement or any Credit Document of the other Transaction Documents. (b) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), provided that such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or equal to US$100,000, in which case the Warrantors shall be liable for the total aggregated amounts of the Indemnifiable Loss back to the first dollar and not for the excess amount only. For the purposes of calculating the amounts for any Indemnifiable Losses, all materiality or Material Adverse Effect qualifiers contained in any representations, warranties or covenants shall be disregarded. (c) Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to the Purchaser (including all of its relevant Indemnified Parties) shall be limited to the amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price (the cash part only) paid by such Purchaser for its Subscription Shares, provided however, the aggregate indemnification liability cap of the Warrantors in this Section 7.6(c) shall not apply to any Liability of any Warrantor in connection with fraud or criminal acts of such Warrantor that materially jeopardizes the interests of the Group Companies or the Business or any agreement other future business that the Group Companies may be engaged in (such fraud or instrument contemplated hereby or thereby or referred criminal acts, “Disqualifying Event”). 39 Share Purchase Agreement (d) With respect to herein or thereinany Indemnifiable Loss suffered by the Purchaser as a result of the breach of any Group Company, the transactions contemplated hereby or therebyPrincipals shall bear and assume the relevant indemnification liability only when all the Group Companies fail to bear and assume the relevant indemnification liability pursuant to Section 7.6(a). In the event the Group Companies fail to pay any portion of the Indemnifiable Loss suffered by the Purchaser, within six (6) months after receiving a valid claim for indemnification raised by such Purchaser, the Principals shall, within one (1) month after the expiry of such six (6) months period, pay to such Purchaser by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Purchaser, any Revolving Loan or shortfall in respect of such claim not paid by the use Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to the Purchaser (including all of their relevant Indemnified Parties) shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a fraction, the numerator of which is the number of Series C2 Preferred Shares then held by such Purchaser, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares then held by all the holders of the proceeds thereof Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). (e) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend in a diligent manner any actions or omission proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgment under the foregoing legal proceedings against the Indemnified Party suffered by it in good faith shall be conclusive evidence of the amount of Indemnifiable Losses suffered by it against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or event occurring in connection therewithproceeding against the Indemnified Party or is not allowed to control its defense, and all parties hereto judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby waiveacknowledges that, release and agree not to ▇▇▇ upon regardless of any such claim investigation or any such damages, whether diligence made (or not accrued made) by or on behalf of any Indemnified Party, the Purchaser has entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and whether other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or not known otherwise limit in any way the exercise of any other rights or suspected pursuit of other remedies for the breach of this Agreement or with respect to exist any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to the Purchaser provided in its favorthis Section 7.6 shall remain effective until the earlier of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to the Purchaser after the Company consummates the IPO.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent (and each Agentsub-agent thereof), their Affiliates the Arranger, each Lender and each Issuing Bank and each of their respective officers, partners, directors, trustees, employees and agents Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, . THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVE, CONTRIBUTORYSTRICT LIABILITY, OR SOLE NEGLIGENCE ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)ANY KIND BY ANY INDEMNITEE; provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconductmisconduct of such Indemnitee or its Related Parties or (B) a material breach of the obligations of such Indemnitee or its Related Parties under the Credit Documents, or (ii) arise out of any dispute solely among Indemnitees (other than (A) claims against any Agent or the Arranger (or any holder of any other title or role) in its capacity in fulfilling its role as determined by a court such, and (B) claims arising out of competent jurisdiction in a final non-appealable order any act or omission on the part of that Indemniteeany Credit Party or any Affiliates of any Credit Party). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All amounts due under this Section 10.3 shall be payable within 30 days after receipt by the Borrower of a written demand therefor, together with, in the case of any reimbursement of costs and expenses, after receipt of a summary statement therefor with any supporting documentation reasonably requested by the Borrower. Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly any and all amounts paid by the Borrower pursuant to this Section 10.3(a) to such Indemnitee for any loss, claim, damage, liability, fee or expense to the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof. (b) The Borrower shall not be liable for any settlement of any proceeding effected without the written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned (it being understood that the withholding of consent due to non-satisfaction of either of the conditions described in clauses (i) and (ii) of the following sentence (with “Borrower” being substituted for “Indemnitee” in each such clause) shall be deemed reasonable)), but if any proceeding is settled with the written consent of the Borrower, or if there is a final judgment against any Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned (it being understood that the withholding of consent due to non-satisfaction of either of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable)), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) such settlement does not include any statement as to any admission of fault, culpability, wrongdoing or failure to act of the relevant Indemnitee. (c) To the extent permitted by applicable law, (i) no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Agent, the Arranger, any Lender, any Issuing Bank or any Related Party of any of the foregoing, and their respective Affiliates(ii) no Indemnitee shall assert, directorsand each Indemnitee hereby waives, employeesany claim against any Credit Party or any Related Party of any Credit Party, attorneys or agentsin each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Indemnitee and each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this Section 10.3(c) shall diminish obligations of the Credit Parties under Section 10.2 or 10.3(a).

Indemnity. (a) In addition to the payment The Trust, on behalf of expenses pursuant to Section 9.2each Fund, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party harmless the Administrator and each Agent, their Affiliates and its affiliates (including their respective officers, partnersdirectors and employees) from all taxes, directorscharges, trusteesexpenses, employees assessments, claims and agents liabilities (eachincluding, an “Indemnitee”)without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under any securities laws or blue sky laws) arising directly or indirectly from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable action or omission to act taken or omitted by Company under Section 2.16(b)(iii)or on behalf of the Administrator (i) in connection with the provision of services hereunder; or (ii) at the request or on the direction of or in reasonable reliance on the advice of the Trust on behalf of the applicable Fund; provided, Company shall that in each case in which indemnification is sought the Administrator has not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities acted contrary to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court standard of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless care set forth in Section 10 of this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policyAgreement and provided, Company shall contribute further, that the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Administrator or any of themits affiliates shall not be indemnified against any liability (or any expenses incident to such liability) arising out of its (or its affiliates’) own willful misfeasance, bad faith, negligence or breach of this Agreement on its part in the performance of its duties under this Agreement. (b) To The Administrator agrees to indemnify, defend and hold harmless the extent permitted by applicable lawTrust, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties each Fund and their respective Affiliatesaffiliates, directorsincluding the Trust’s officers, directors and employees, attorneys from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under any securities laws or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirementblue sky laws) arising directly or indirectly out ofof the Administrator’s willful misfeasance, in connection withbad faith, as a result of, negligence or in any way related to, breach of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, on its part in the transactions contemplated hereby or thereby, any Revolving Loan or the use performance of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorduties under this Agreement. (c) The provisions of this Section 9 shall survive termination of this Agreement.

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.3 (Expenses), whether or not the transactions contemplated hereby shall be consummated, Company the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent, each Issuing Bank and Lender and each Agent, of their Affiliates and their Affiliates’ respective officers, partners, members, directors, trustees, employees advisors, employees, attorneys, agents, sub-agents, affiliates and agents controlling Persons (each, an “Indemnitee”), from and against any and all Indemnified LiabilitiesLiabilities; provided that, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the (x) such Indemnitee’s gross negligence, bad faith negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction in or (y) material breach of such Indemnitee’s express obligations hereunder, as determined by a final final, non-appealable order judgment of that Indemniteea court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.4 (Indemnity) may be unenforceable in whole or in part because they are violative of any law or public policy, Company the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. If for any reason the foregoing indemnification is unavailable to any Indemnitee, or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as applicable, as a result of such Indemnified Liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and its Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Indemnitee on the other hand with respect to the transactions under the Financing Documents, as well as the relative fault of (x) the Borrower and its Affiliates, shareholders, partners, members or other equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of the Borrower under this Section 10.4 (Indemnity) will be in addition to any liability which the Borrower may otherwise have, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnitee for losses, claims, damages or liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or omission of the Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (b) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and all parties hereto each Loan Party hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentseach Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Loan Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Other than with respect the obligations of each Loan Party pursuant to clause (a), to the extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against Borrower and its Affiliates, officers, partners, members, directors, trustees, advisors employees, attorneys, agents, sub-agents or controlling Persons, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Loan Party also agrees that no Indemnitee will have any liability, based on its or their exclusive or contributory negligence or otherwise, to each Loan Party (or their respective Affiliates) or any Person asserting claims on behalf of or in right of any Loan Party (or their respective Affiliates) or any other Person in connection with or as a result of this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non- appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) the material breach of such Indemnitee’s express obligations under the Financing Documents by, such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Indemnitee have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s activities related to this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. Notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnitee for any Indemnified Liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or omission of the Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (d) Promptly after receipt by any Arranger, Lender, Issuing Bank or Agent of notice of its involvement in any action, proceeding or investigation, such Arranger, Lender, Issuing Bank or Agent will, if a claim for indemnification in respect thereof is to be made against the Borrower under this Section 10.4 (Indemnity) notify the Borrower in writing of such involvement. Failure by any Arranger, Lender, Issuing Bank or Agent to so notify the Borrower will not relieve the Borrower from the obligation to indemnify the Indemnitees under this Section 10.4 (Indemnity) except to the extent that the Borrower suffers actual prejudice as a result of such failure, and will not relieve the Borrower from its obligation to provide reimbursement and contribution to such Arrangers, Lenders, Issuing Banks or Agents. This Section 10.4 (Indemnity) shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

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

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

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Each party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, protect, and hold harmlessharmless the other party and its parent, each Affected Party subsidiaries and each Agent, their Affiliates affiliates and its and their respective directors, officers, partnersemployees, directorsagents, trusteessubcontractors, employees and agents representatives of each of the foregoing (eachcollectively, an the “IndemniteeRepresentatives”), ) from and against any and all Indemnified Liabilitiesclaims, IN ALL CASESactions, WHETHER OR NOT CAUSED BY OR ARISINGcauses of action, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVElosses, CONTRIBUTORYcharges, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any costs, liabilities (including, but not limited to, reasonable attorney’s fees), and expenses including judgments, fines, penalties, amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction paid in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 settlement (collectively “Damages”) which may be unenforceable made or brought against the other party or its Representatives or which the other party or its Representatives may suffer or incur directly or indirectly as a result of, in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out respect of, in connection with, as a result of, arising out of or in any way related toto any non-fulfillment of any term, this Agreement or any Credit Document or any covenant, agreement or instrument contemplated hereby breach of any representation, warranty or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use covenant of the proceeds indemnifying party under this Agreement. The parties’ indemnification obligations shall survive termination or expiration of this Agreement. (b) Each party’s rights as the indemnified party (“Indemnitee”) require that (i) the indemnifying party (the “Indemnitor”) be promptly notified in writing of any relevant claim or suit, (ii) the Indemnitor have the sole control of the defense and/or settlement thereof or any act or omission or event occurring in connection therewithprovided it selects counsel reasonably acceptable to Indemnitee, (iii) the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such defense, and (iv) the Indemnitee cooperates in any defense and/or settlement thereof as long as the Indemnitor pays all parties hereto hereby waive, release of the Indemnitee’s reasonable out of pocket expenses and agree attorneys’ fees. The Indemnitee shall not to ▇▇▇ upon admit or settle any such claim or without prior consent of the Indemnitor. The Indemnitee shall have the right to participate in the defense of any such damages, whether or not accrued and whether or not known or suspected to exist in proceeding with counsel of its favorown choice at its own expense.

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

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

Indemnity. (9.1 The Supplier shall indemnify Deloitte against: a) In addition to all claims, liability, demands, proceedings, costs and expenses arising as a result of any act or omission of the payment Supplier (or of expenses pursuant to Section 9.2any other persons for whose acts or omissions the Supplier is liable) in the performance or purported performance of the Agreement, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities except to the extent such Indemnified Liabilities arise claims, liability, demands, proceedings, costs or expenses are directly attributed to the negligence of Deloitte; and b) any costs, damages, liabilities, losses or expenses (including legal expenses) incurred by Deloitte and arising from any legal actions, claims or demands brought against Deloitte by any third party which state that Deloitte’s (or any member of the Deloitte Group’s (or its or their subcontractors’ or agents’) possession and/or use of the Deliverables or Documentation (or any part thereof) infringes any IPRs of a third party (a “Claim”). If a Claim is made: A) Deloitte shall: i) inform the Supplier of it; ii) provide the Supplier (at the Supplier’s expense) with such assistance as the Supplier may reasonably require in connection with defending the same; and iii) make no admission of liability without the Supplier’s prior written consent (such consent not to be unreasonably withheld); and B) the Supplier shall: i) replace the infringing material with non-infringing material that functions and performs at least as well as the infringing material and complies with any relevant Specification or other requirements of an Agreement, or ii) obtain the right for Deloitte and each member of the Deloitte Group (and its and their subcontractors and agents) lawfully to possess and use in accordance with the provisions of these Conditions all the relevant Deliverables and/or Documentation and to exercise the rights granted under an Agreement. In the event that the Supplier is unable to provide either of the remedies set out in Bi) or Bii) above to Deloitte’s satisfaction the Supplier shall refund to Deloitte all amounts paid to the Supplier under the applicable Agreement. 9.2 The following matters shall be excluded from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction indemnity contained in a final non-appealable order of that Indemnitee. To clause 9.1 above (except to the extent that such matters are contemplated and agreed i) infringements arising directly from the undertakings to defendproper use by the Supplier of Confidential Information supplied by Deloitte, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute where the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the Supplier’s proper use of such Confidential Information in the proceeds thereof performance of an Agreement and in accordance with these Conditions is the sole and direct cause of such infringement; and ii) infringements arising from the modification of the Deliverables or any act Documentation by Deloitte where such modification is not authorised by or omission or event occurring in connection therewith, within the reasonable contemplation of the Supplier and all parties hereto hereby waive, release the claimed infringement arises solely and agree not to ▇▇▇ upon any directly from such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favormodification.

Indemnity. (a) In addition The Grantors jointly and severally agree to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Parity Lien Representative, each Parity Lien Secured Party and each Agent, of their respective Affiliates and their respective each and all of the directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation provided that no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that such Indemnitee. THIS INDEMNITY COVERS ORDINARY NEGLIGENCE OF ANY OF THE FOREGOING PARTIES. (b) All amounts due under this Section 7.9 will be payable within 10 days upon written demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 7.9(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Parity Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to ▇s▇▇ upon any such claim or for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.9 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, each Affected Party Lender and each Agent, their Affiliates and their respective its officers, partners, directors, trusteesemployees, employees agents, in-house attorneys, representatives and agents (each, an “Indemnitee”), shareholders harmless from and against any and all Indemnified Liabilitiesclaims, IN ALL CASEScosts, WHETHER OR NOT CAUSED BY OR ARISINGexpenses, IN WHOLE OR IN PARTdamages and liabilities (including such claims, OUT OF THE COMPARATIVEcosts, CONTRIBUTORYexpenses, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted against or incurred by Lender or any such Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases claims resulting from Lender’s or any amounts not otherwise indemnitee’s gross negligence or willful misconduct. Borrower agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of Lender) that may be payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation or determined to any Indemnitee hereunder be payable with respect to any Indemnified Liabilities of the Collateral or this Agreement; provided, however, that (i) with respect to the extent such Indemnified Liabilities arise from the gross negligenceliabilities imposed originally and independently on Lender, bad faith or willful misconduct, as determined by Lender shall notify a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative Borrower of any law or public policy, Company shall contribute such liabilities within 180 days of the maximum portion that it is permitted initial date Lender had actual knowledge of Lender’s direct exposure to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertsuch liabilities, and (ii) with respect to all parties hereto hereby waiveother such liabilities not described in subsection (i), Lender shall notify Borrower of any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use such liabilities within 180 days of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not initial date Lender has actual knowledge of its direct exposure to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorliabilities.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessharmless Holder, each Affected Party its affiliates and each Agent, their Affiliates its and their its affiliates’ respective officers, partners, directors, trustees, employees employees, representatives and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)HOLDER; provided, the Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent if such Indemnified Liabilities arise solely from the gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final final, non-appealable order of that Indemniteeorder. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 22 may be unenforceable in whole or in part because they are violative of any law or public policy, the Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto the Company shall not assert, and all parties hereto the Company hereby waivewaives, any claim against any other parties Holder and their respective Affiliatesits affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto the Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment indemnification provided for in Section 10.2 of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (New US License Agreement and subject to Indemnitees’ selection of counsel)the terms set forth in Section 4.6(b) below, Q-Med shall indemnify, pay defend and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), harmless the Bioventus Indemnified Parties from and against any and all liability, claims, damage, or loss (including reasonable attorneys’ and expert fees and expenses) arising out of or in connection with Third Party claims made or legal proceedings instituted against the Bioventus Indemnified LiabilitiesParties for bodily injuries, IN ALL CASESincluding death, WHETHER OR NOT CAUSED BY OR ARISINGor tangible property damage suffered or incurred by a patient to the extent caused by (i) the negligence of Q-Med in the development or manufacture of a Licensed Product, IN WHOLE OR IN PART(ii) a design defect in the Licensed Product, OUT OF THE COMPARATIVE(iii) a breach of the warranty set forth in Section 4.4 (“Licensed Product Claims”), CONTRIBUTORYor (iv) breach of the Quality Agreement; provided, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding that Q-Med shall not be so liable to the extent any amounts Licensed Product Claims result from a Licensed Product that following delivery to Bioventus in accordance with Section 4.1: (x) is not handled, stored, used and otherwise payable managed in accordance with the Labeling (including uses indicated in the Labeling approved by Company under Section 2.16(b)(iiithe applicable Regulatory Authority) or clinical protocols, as applicable; (y) was used after expiration of the Licensed Product’s labeled shelf life; or (z) has been modified or combined in any way with any other products in a manner not permitted or recommended by the Labeling for such Licensed Product (“Q-Med Excluded Claims”); provided, Company further, Q-Med shall not have be obligated under this Section 4.6, and Q-Med Excluded Claims shall be deemed to include, any Licensed Product Claims arising out of: (yy) the injection or other use of needles, syringes or other delivery devices to administer a Licensed Product, including claims of pain, swelling and redness from the use of such needles, or (zz) known adverse effects listed on the Licensed Product Labeling. (b) Each Party’s indemnification obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities under Section 4.6 shall be subject to the extent such Indemnified Liabilities arise from same procedure and other rights set forth in Section 10.4 of the gross negligence, bad faith or willful misconduct, as determined New US License Agreement. The exercise by a court Party of competent jurisdiction in its right to control the defense and settlement of a final non-appealable order claim or action pursuant to Section 10.4 of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless New US License Agreement shall not constitute a waiver of any limitation on indemnification set forth in this Section 9.3 may be unenforceable 4.6 or the right of Q-Med to reimbursement for any expense (including reasonable attorneys’ and expert fees and costs) incurred in whole defending claims made or legal proceedings instituted against the Bioventus Indemnified Parties that are not covered by Section 4.6(a). In seeking indemnification pursuant to Section 4.6(a), the Bioventus Indemnified Parties shall, in part because they are violative addition to complying with the procedures in Section 10.4 of any law the New US License Agreement, provide with the written notice to Q-Med required under Section 10.4 of the New US License Agreement all information pertinent to such claims or public policyproceedings, Company shall contribute the maximum portion that it is permitted including all available information covered by Section 4.7, patient medical records, statements, reports, and demands, subject to pay compliance with applicable Laws and satisfy under applicable law Rules relating to the payment and satisfaction privacy of all Indemnified Liabilities incurred by Indemnitees or any of thempatient records. (bc) To Q-Med’s liability in respect of Licensed Product Claim indemnity obligation under Section 4.6(a)(iii) does not extend to Licensed Product Claims arising out of the extent permitted labeling, the marketing or sales practices of Bioventus or other matters for which Bioventus is responsible under Section 10.2 of the New US License Agreement. For the avoidance of doubt, nothing contained herein shall limit the rights and obligations set forth in Section 4.4(b) hereof. (d) Bioventus shall implement all reasonable safety measures, including new or modified warnings or instructions to patients or health care professionals, recommended in writing by applicable lawQ-Med regarding the Licensed Product. Q-Med shall not have any liability under Section 4.6 for Licensed Product Claims resulting from or arising out of Bioventus’ breach of this section. (e) Bioventus shall indemnify, no party hereto shall assert, defend and hold harmless the Q-Med Indemnified Parties from and against any and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for specialclaims, indirectdamage, consequential or punitive damages loss (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirementincluding reasonable attorneys’ and expert fees and expenses) arising out of, of or in connection withwith Third-Party claims made or legal proceedings instituted against the Q-Med Indemnified Parties for bodily injuries, as a result ofincluding death, or in tangible property damage suffered or incurred by a patient to the extent resulting from any way related toBioventus Discretionary Change or Q-Med Excluded Claim. (f) Q-Med shall indemnify, this Agreement defend and hold harmless the Bioventus Indemnified Parties from and against any and all liability, claims, damage, or any Credit Document loss (including reasonable attorneys’ and expert fees and expenses) arising out of or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithwith Third Party claims made or legal proceedings instituted against the Bioventus Indemnified Parties for bodily injuries, and all parties hereto hereby waiveincluding death, release and agree not or tangible property damage suffered or incurred by a patient to ▇▇▇ upon the extent resulting from any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorQ-Med Discretionary Change.

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

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their respective Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted not prohibited by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

Indemnity. We will not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Terms and Conditions. You agree to indemnify and hold us harmless for any and all actions we take in accordance with your instructions (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counseleven if we vary from our standard procedures in honoring such instructions), indemnifyour presentment and services based on illegible or unreadable electronic data or images, pay and hold harmless, each Affected Party your failure to safeguard electronic data and each Agent, their Affiliates and their items. In the event that we or our respective officers, partners, directors, trusteesshareholders, employees agents, representatives or affiliates, or any heirs, legal representatives, successors, and agents assigns of the foregoing (each, each an “IndemniteeIndemnified Party” and collectively the “Indemnified Parties”)) become involved in any capacity in any action, proceeding or investigation brought by or against any person (including you) arising out of or based upon any false representation or warranty or breach or failure by you to comply with any covenant or agreement made by you herein or in any other document furnished by you to any Indemnified Party in connection with the Terms and Conditions or any transaction effected pursuant to the Terms and Conditions, or any claim is otherwise made against any of the Indemnified Parties arising out of the performance by us of our duties and obligations under the Terms and Conditions, you will indemnify and hold harmless each of the Indemnified Parties from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYclaims, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable legal costs and expenses) of any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedkind or nature whatsoever (collectively, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent “Losses”) incurred in connection therewith, other than such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as Losses that are ultimately determined by a court of competent jurisdiction in a by final and non-appealable order of that Indemniteejudgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. To the extent that the undertakings to You further indemnify, defend, indemnifyand save harmless Bank and its affiliates and each of their respective directors, pay officers, employees, and hold harmless set forth agents (“Indemnitees”) from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses”) by Indemnitees arising directly or indirectly from or related to the following (except for Losses and arising directly or indirectly from or related to our own gross negligence or wilful misconduct): ▪ Any negligent or intentional act or omission by you in the performance of your obligations under this Agreement; ▪ Any material breach in a representation, warranty, covenant, or obligation of you contained in this Section 9.3 may be unenforceable in whole or in part because they are violative Agreement; ▪ The violation of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertstatute, or regulation in the performance of its obligations under this Agreement; ▪ Your failure to safeguard electronic data. This Indemnity Section will survive the termination of the Terms and Conditions and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorServices.

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

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

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

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

Indemnity. (a) In addition to To keep the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Landlord and Management Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), fully indemnified from and against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising in respect of any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding injury to or death of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation person or damage to any Indemnitee hereunder property moveable or immoveable or the infringement, disturbance or destruction of any right, easement or privilege arising out of any act, omission or negligence of the Tenant or any persons in on or about the Demised Premises expressly or impliedly with respect to the Tenant’s authority or the user of the Demised Premises or any Indemnified Liabilities to breach of the extent such Indemnified Liabilities arise from Tenant’s covenants or the gross negligence, bad faith conditions or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth other provisions contained in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.Lease; (b) To effect and keep in force during the extent permitted by applicable lawTerm such public liability (with a limit of indemnity of not less than €6.5m (six million five hundred thousand euro), no party hereto shall assert, employer's liability (with a limit of indemnity of not less than €13m (thirteen million euro) and all parties hereto hereby waive, other policies of insurance as may be necessary to cover the Tenant against any claim arising under this covenant and to note the interests of the Landlord and the Management Company on such policies so that the Landlord and the Management Company are indemnified by the insurers in the same manner as the Tenant and whenever required to do so by the Landlord, to produce to the Landlord satisfactory evidence that the said policy or policies is/are valid and subsisting and that all premium due thereon have been paid. Limits required above may be maintained with a combination of primary and excess policies. (c) To indemnify the Landlord in respect of any excess applicable in relation to the policies of insurance in place pursuant to Clause 4.31(b). (d) To insure and keep insured the Tenant signage and plant and fit-out (if any which the Tenant shall have been permitted to install or to erect), furniture and equipment in the Demised Premises against all risks usually covered on a comprehensive policy in the full reinstatement or replacement cost thereof with an insurer of repute approved by the Landlord and in the event of destruction of or damage to all or any other parties of the said fit-out, furniture and their respective Affiliatesequipment by reason of one or more of the insured risks arising, directorsto ensure that all monies payable under such policy of insurance are used in repairing, employeesreplacing, attorneys refurbishing or otherwise reinstating the fit-out, furniture and equipment. (e) To give notice to the Landlord as soon as possible upon becoming aware of any event which might affect any insurance policy maintained by the Landlord relating to the Building provided that the Tenant has been informed of the relevant terms of any such insurance policy. (f) If at any time the Tenant is entitled to the benefits of any insurance on the Demised Premises (which is not affected or maintained in pursuance of any obligation under this Lease) to apply all monies received by virtue of such insurance in making good the loss or damage in respect of which the same shall have been received. (g) To notify the Landlord in writing as soon as possible of any damage, howsoever occasioned, to the Demised Premises or to the personal property of the Landlord on the Demised Premises immediately on becoming aware of same. (h) To pay to the Landlord on demand the amount of any insurance monies in respect of the damage to the Demised Premises, the Building and / or the personal property of the Landlord which cannot be recovered by reason of any act, default, omission or negligence of the Tenant its servants, agents, on any theory of liability, for special, indirect, consequential licensees or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorinvitees.

Indemnity. (a) In addition to As soon as practicable after the payment of expenses pursuant to Section 9.2Effective Time, whether or not the transactions contemplated hereby shall Escrow Shares will be consummatedregistered in the name of, Company agrees to defend (subject to Indemnitees’ selection of counsel)and deposited with, indemnify, pay and hold harmless, each Affected Party and each the Escrow Agent, their Affiliates such deposit to constitute the escrow fund (the "Escrow Fund") and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable to be governed by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless terms set forth in this Section 9.3 may the Escrow Agreement attached as Exhibit D (the "Escrow Agreement"). The Escrow Fund will be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted available to pay and satisfy under applicable law compensate Parent pursuant to the payment indemnification obligations of the Company, its Subsidiary and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthe Hotel Stockholders. (b) To Each of the extent permitted by applicable law, no party hereto shall assert, Hotel Stockholders severally (but not jointly) and all parties hereto the Company hereby waive, any claim against any other parties agrees to indemnify and their respective Affiliateshold Parent and the Parent Subsidiaries, directors, employeesofficers and agents harmless against and in respect of any loss, attorneys or agentscost, on any theory of expense, claim, liability, for specialdeficiency, indirectjudgment or damage (hereinafter, consequential individually, a "Loss," and collectively, "Losses") incurred by the Parent, the Parent Subsidiaries, officers, directors or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, agents as a result ofof any material inaccuracy in or material breach of a representation or warranty of the Company contained in this Agreement, or any instrument delivered by the Hotel Stockholders at the Closing or any material failure by the Company to perform or comply with any covenant contained in this Agreement. The Hotel Stockholders shall not have any way related toright of contribution from the Company with respect to any Loss claimed after Closing by Company. (c) The Company agrees to indemnify and hold Parent and the Parent Subsidiaries, directors, officers and agents harmless against and in respect of any Loss incurred by Parent, the Parent Subsidiaries, officers, directors or agents as a results of any material inaccuracy in or material breach of any of the representations or warranties of the Company and any third party claims under Section 7.2(i). (d) The Parent and the Merger Sub hereby agree to jointly and severally indemnify and hold the Hotel Stockholders, the Company, and its officers, directors, agents and attorneys harmless against and in respect of any Loss incurred by the Hotel Stockholders, the Company, its Subsidiaries, officers, directors, agents and attorneys as a result of any material inaccuracy in or material breach of a representation or warranty of Parent contained in this Agreement or any Credit Document instrument delivered by Parent at the Closing or any agreement material failure by Parent to perform or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, comply with any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring covenant contained in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.this Agreement. (e)

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

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) In addition (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to Section 9.2, whether or not do so as and to the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counselextent provided herein), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and ratably according to their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”)Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 3.10, from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedjudgments, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligencesuits, bad faith costs, expenses or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative disbursements of any law or public policykind whatsoever which may at any time be imposed on, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or asserted against the Issuing Lenders (or any of them. (bAffiliate thereof) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related torelating to or arising out of this Agreement, this Agreement any of the other Loan Documents or any Credit Document or any agreement or instrument the transactions contemplated hereby or thereby or referred to herein any action taken or therein, the transactions contemplated hereby omitted by any Issuing Lender (or thereby, any Revolving Loan Affiliate thereof) under or the use in connection with any of the proceeds thereof foregoing; provided that no L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from the gross negligence or willful misconduct of such Issuing Lender (or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not Affiliate thereof). The obligations to ▇▇▇ upon any such claim indemnify each Issuing Lender (or any such damages, whether or not accrued and whether or not known or suspected to exist Affiliate thereof) shall be ratable among the applicable L/C Participants in its favoraccordance with their Revolving Commitment Percentages. The agreements in this Section 3.10 shall survive the termination of the Revolving Commitments.

Indemnity. (a) In addition to consideration of the payment execution and delivery of expenses pursuant to Section 9.2this Agreement by the Advisors, whether or not the transactions contemplated hereby Companies shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), jointly and severally indemnify, pay exonerate and hold harmlesseach member of the Advisors’ Group (collectively, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an the “IndemniteeIndemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder (including but not limited to the obligations specified in this Section 7), free and harmless from and against any and all Loss arising from any Claim (collectively, the “Indemnified Liabilities”), IN ALL CASESincurred by the Indemnitees or any of them as a result of, WHETHER OR NOT CAUSED BY OR ARISINGarising out of, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding or in any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities way relating to the extent execution, delivery, performance, enforcement or existence of this Agreement or the Advisory Services contemplated hereby, except for any such Indemnified Liabilities arise arising from the such Indemnitee’s gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To and if and to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 foregoing undertaking may be unavailable or unenforceable in whole or in part because they are violative of for any law or public policyreason, Company shall contribute the Companies hereby agree to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companies, then such payments shall be promptly repaid by such Indemnitee to the Companies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that the Companies are the indemnitors of first resort (i.e., their obligations to Indemnitees under this Agreement are primary and any obligation of the Advisors (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Advisors (or any of them. (bAffiliate thereof) To the extent permitted by applicable lawpay or cause to be paid, no party hereto shall assert, and all parties hereto hereby waivefor any reason, any claim amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Companies, then (i) the Advisors (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Companies shall reimburse the Advisors (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any other parties and their respective AffiliatesIndemnitee, directorswhether such Claim, employees, attorneys remedy or agents, on any theory of liability, for special, indirect, consequential right arises in equity or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on under contract, tort statute, common law or duty imposed by otherwise, including any applicable legal requirement) arising out ofright to claim, take or receive from any Indemnitee, directly or indirectly, in connection with, as a result of, cash or other property or by set-off or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or therebyother manner, any Revolving Loan payment or the use security or other credit support on account of the proceeds thereof such Claim, remedy or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorright.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to ▇s▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.