Common use of Indemnity Clause in Contracts

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 9.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Company agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Affected Party and each Agent, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers of any of the foregoing agents (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by or asserted against Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct misconduct, as determined by a court of such competent jurisdiction in a final non-appealable order of that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement hereto shall assert, and each of the all parties to this Agreement hereto hereby waives, in advancewaive, any claim against any Indemnitee of any party to this Agreementother 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, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Revolving Loan or the use of the foregoingproceeds 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) Except as expressly provided in Section 1.1(g2(b) of the Registration Rights Agreementbelow, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) againstIndemnitors hereby assume liability for, and agree to hold each Indemnitee pay, protect, defend, indemnify and save all Indemnified Parties harmless from, from and against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursementsCosts which may be imposed upon, incurred by or asserted or awarded against any Indemnitee of the Indemnified Parties or the Property, and arising out of, in any way connected with directly or as a result of indirectly from: (i) the execution violation or delivery of, the performance by the parties hereto alleged violation of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding Environmental Laws relating to any of or affecting the foregoingProperty, whether or not caused by or within the control of Indemnitors; (ii) the actual or alleged presence, release or threat of release of, or exposure to any Indemnitee is a party thereto (and Hazardous Material on, in, under or affecting all or any portion of the Property or any surrounding areas, regardless of whether such matter is initiated or not caused by or within the control of Indemnitors; (iii) any actual or alleged personal injury or property damage arising out of or related to Hazardous Material on the Property; (iv) any acts or omissions that exacerbate an existing condition at the Property and give rise to liability under any Environmental Law; (v) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement in all material respects; (vi) a third party material breach of any representation or by AIG warranty contained in this Agreement; (vii) the enforcement of this Agreement; or (viii) assessment, investigation, containment, monitoring, remediation and/or removal of any and all Hazardous Material from the Property or any of its Affiliates); provided that such indemnity shall notsurrounding areas, as and costs incurred to comply with Environmental Laws in connection with the Property or any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforsurrounding areas. (b) To Notwithstanding any provision hereof to the extent permitted by applicable Lawcontrary, each Indemnitors shall have no liability under this Agreement with respect to Costs relating to Hazardous Material which is initially placed on, in or under the Property after the earlier of (i) Lender or any receiver appointed at the request of Lender taking actual possession and control of the parties Property following an Event of Default, and (ii) Lender completing a foreclosure or other sale pursuant to which Lender takes title to the Property. Indemnitors shall have no liability under this Agreement to any Indemnified Party with respect to Costs which result from such Indemnified Party's willful misconduct or gross negligence. In addition to the foregoing, Obligor shall have no liability pursuant to this Agreement agrees that no party with respect to this Agreement shall assertcosts relating to Hazardous Material which is initially placed on, and each in or under the Property after the transfer of the parties Mezzanine Borrowers' equity interest in the applicable Borrower to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential the Mezzanine Lender or punitive damages (as opposed to direct or actual damages) arising out its designee by reason of, or in connection with, or as a result lieu of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any enforcement of the transactions contemplated Mezzanine Lender's rights under the Mezzanine Loan Documents. (c) Indemnitors' obligation to defend the Indemnified Parties hereunder shall include defense at both the trial and appellate levels and shall be with attorneys, consultants and experts selected by any Indemnitor and subject to the reasonable approval of the foregoingIndemnified Parties.

Indemnity. (a) Except as expressly provided in Section 1.1(g) Each of the Registration Rights Agreement, AIG Warrantors hereby agrees to jointly and severally indemnify and hold harmless the USTInvestors, the FRBNY, their respective Affiliates and the directors, officers, Investors’ employees, agentsAffiliates, attorneysagents and assigns, accountants from and other professional advisers against any and all Indemnifiable Losses suffered by the Investors, or the Investors’ employees, Affiliates, agents and assigns, as a result of, or based upon or arising from any breach or nonperformance of any of the foregoing (each such Personcertificates, an “Indemnitee”) againstrepresentations, and to hold each Indemnitee harmless fromwarranties, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by covenants or asserted against any Indemnitee arising out of, in any way connected with agreements made or as a result of (i) the execution or delivery of, the performance given by the parties hereto of their respective obligations under, Warrantors in or the consummation of the transactions contemplated by, pursuant to this Agreement, any other Transaction Document Agreement or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforother Transaction Documents. (b) To The Company hereby agrees to indemnify and hold harmless the Investors and the Investors’ employees, Affiliates, agents and assigns, from and against any and all Indemnifiable Losses suffered by the Investors or the Investors’ employees, Affiliates, agents and assigns, arising from any claims by any third party (including but not limited to any other shareholder of the Company Group or any other potential investor) as a result of any of the transactions or acts contemplated under any of the Transaction Documents to the broadest extent permitted by applicable Lawlaw. (c) Except in cases involving fraud or intentional misconduct of any Warrantor, each (i) the Warrantor shall not be liable in respect of any Indemnifiable Loss unless the parties to this Agreement agrees amount, when aggregated with any other amount or amounts recoverable in respect of other Indemnifiable Loss, exceeds US$300,000, and in the event that no party to the aggregate amount exceeds US$300,000, the Warrantor shall be liable for the full amount of all Indemnifiable Loss, (ii) the aggregate amount of Indemnifiable Loss the Warrantors (other than the Founder) shall be liable for under this Agreement shall assertin no event be greater than the amount of investment made by the Indemnified Party in the Company plus a compound annual interest of 6%, (iii) the aggregate amount of Indemnifiable Loss the Founder shall be liable for under this Agreement shall in no event exceed the value of the Common Shares held or acquired after the date hereof by the Founder where the value of each Common Share (the “Indemnity Value”) is deemed to be the lesser of (x) the price paid by the Investor for each Purchase Share hereunder (as adjusted for share splits, combinations, recapitalizations, reclassifications and other similar transactions); and (y) the fair market value of a Common Share as of the date of the Initial Claim or First Claim, and each (iv) to the extent the Founder is liable for any Indemnifiable Loss hereunder, the Founder may, in his sole discretion, satisfy such liability by either paying the applicable amount in cash to the Indemnified Party (as defined below) or surrendering to the Indemnified Party such number of Common Shares as have an aggregate Indemnity Value equal to the applicable amount. By way of clarification but not limitation, except in case involving fraud or intentional misconduct of the Founder, no other of any Founder’ assets shall in any respect be used to satisfy any of such Founder’s indemnity obligation contemplated hereunder. (d) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give written notice to the party or parties required to provide indemnity hereunder (the “Indemnifying Party”). (e) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity under this Section 8.3. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) This Section 8.3 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement hereby waivesor with respect to any misrepresentation. (g) If a claim for indemnification (an “Initial Claim”) is made in writing against any Warrantor (whether under this Section 8.3 or otherwise) by any person that is a Series A Investor, a Series B Investor, a Series C Investor, Series D Investor or any other existing Shareholder (any such person a “Claimant”), that person (and the Company) shall promptly give notice of the Initial Claim to the Investor (and no Initial Claim may be pursued against any Warrantor unless and until such notice has been properly given by the Claimant). If, following receipt of such notice, a claim for indemnification is made in advancewriting by the Investors against any Warrantor on the basis of underlying acts or omissions that are substantially the same as those of the Initial Claim (any such claim by the Investors being a “Series E Claim”), then the Series E Claim and the Initial Claim shall rank on a pari passu basis. (h) Without limiting Section 8.3(f) above, if a claim for indemnification (a “First Claim”) is made against any Warrantor (whether under this Section 8.3 or otherwise) by the Investors (the “Series E Claimant”) and, separately, by any other existing Shareholder (the “Second Claim”) in circumstances where the underlying acts or omissions that are relevant in the First Claim are substantially the same as those of the Second Claim, then the First Claim and the Second Claim shall rank on a pari passu basis. (i) For the purposes of this Section 8.3, the Indemnifiable Losses of an Indemnified Party shall include a quantifiable diminution in the value of any member of the Company Group (to the extent only that such diminution in value has not been made good by recovery under any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesa third party) arising out of, in connection with, or as of a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any matter the subject of the transactions contemplated by any indemnities in Sections 8.3(a) and/or (b) (the “Relevant Diminution”), which diminution shall be deemed to be an Indemnifiable Loss of the foregoingrelevant Indemnified Party of an amount equal to a percentage of the amount of the Relevant Diminution that is equal to the percentage interest of that Indemnified Party in the share capital of the Company (on an as-converted basis).

Indemnity. (a) Except as expressly Subject to the following provisions of this Agreement, the Company shall hold harmless and indemnify Indemnitee against all Expenses and Liabilities actually incurred by Indemnitee in connection with any 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 1.1(g16(b) of the Registration Rights AgreementSecurities Exchange Act of 1934, AIG agrees as amended. (b) If Indemnitee is entitled under any provision of this Agreement to indemnify indemnification by the USTCompany 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 FRBNY, their respective Affiliates Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the directors, officers, employees, agents, attorneys, accountants and other professional advisers indemnification provided for herein in respect of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, Expenses or Liabilities actually incurred by or asserted against Indemnitee in connection with any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee Proceeding is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are finally determined by a court of competent jurisdiction to be prohibited by final applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid or payable by Indemnitee as a result of such Expenses and nonappealable judgment Liabilities in such proportion as is appropriate to have resulted primarily reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the gross negligenceevents, bad faith circumstances, conditions, happenings, actions or willful misconduct 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 Indemnitee. All amounts due 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 (iii) any other relevant equitable considerations, it being agreed that it would not be just and equitable if such contribution were determined by pro rata or other 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, regardless, however, of whether they arise from acts, omissions, facts or circumstances occurring before or after the date hereof. (d) The indemnification provided herein shall be applicable whether or not negligence of Indemnitee is alleged or proved, and regardless of whether such negligence be contributory or sole. (e) Amounts paid by the Company to Indemnitee under this Section 9.07(a) shall be payable promptly upon written demand therefor4 are subject to refund by Indemnitee as provided in Section 8. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG The Trustee agrees to indemnify and hold the USTFinancial Institution and its service providers and Central 1 and all of their connected parties, the FRBNYincluding, without limitation, their respective Affiliates and the agents, directors, officers, employees, agentsaffiliates, attorneysand licensees (collectively, accountants and other professional advisers of any of the foregoing (each such Person, an “IndemniteeIndemnified Parties”) against, harmless from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related expensescosts, including including, without limitation, reasonable counsel fees, charges legal fees and out-of-pocket disbursements, expenses incurred by the Indemnified Parties in connection with any claim or asserted against any Indemnitee demand arising out of, in any way of or connected with or to the Trustee’s use of the Account. Trustees must assist and cooperate as a result of (i) the execution or delivery of, the performance fully as reasonably required by the parties hereto Indemnified Parties in the defence of their respective obligations under, any such claim or demand. b) Without limiting the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any generality of the foregoing, whether or not any Indemnitee is a party thereto (the Trustee will indemnify and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall notsave the Indemnified Parties harmless from and against all liability, as to any Indemniteecosts, be available to the extent that such lossesloss, claimsexpenses, and damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for specialincluding direct, indirect, and consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or incurred by the Indemnified Parties as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or : i) any of the transactions contemplated by Indemnified Parties making the Account available to the Trustee; ii) any of the foregoingIndemnified 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 arrangement made amongst the persons constituting the Trustee; or xi) any use of the Account by the Trustee that: (1) is inconsistent with a restriction imposed on the use of the Account by the Financial Institution pursuant to these Terms and Conditions, or (2) takes place following the suspension or termination of the Account or certain service privileges by the Financial Institution pursuant to these Terms and Conditions. This indemnity will enure to the 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 prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

Indemnity. (ai) Except as expressly provided in Section 1.1(g) The Mortgagor agrees to indemnify, pay and hold harmless the Mortgagee and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates other Secured Parties and the officers, directors, officers, employees, agents, attorneys, accountants agents and other professional advisers of any Affiliates of the foregoing Mortgagee and each of the other Secured Parties (each such Personcollectively, an “Indemnitee”the "Indemnitees") against, from and to hold each Indemnitee harmless from, against any and all other ----------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts (including, liabilities without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and related expensesdisbursements of counsel for such Indemnitees in connection with any investigative, including reasonable counsel feesadministrative or judicial proceeding, charges and out-of-pocket disbursementscommenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against any Indemnitee arising out ofthat Indemnitee, in any way connected with manner relating to or as a result of (i) the execution or delivery ofarising out hereof, the performance by Indenture, the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this AgreementNotes, any other Transaction Collateral Document or any agreement or instrument contemplated hereby or thereby or other document evidencing the Secured Obligations (ii) including, without limitation, any claimmisrepresentation by the Mortgagor in this Mortgage, litigationthe Indenture, investigation or proceeding relating to the Notes, any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG other Collateral Document or any of its Affiliatesother document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided provided, however, that such indemnity the Mortgagor shall not, as have no ----------------------- -------- ------- obligation to any Indemnitee, be available an Indemnitee hereunder with respect to Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily that such Indemnified Liabilities arose from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Lawthat the undertaking to indemnify, each of pay and hold harmless set forth in the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee preceding sentence may be unenforceable because it is violative of any party law or public policy, the Mortgagor shall contribute the maximum portion which it is permitted to this Agreementpay and satisfy under applicable law, on any theory to the payment and satisfaction of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby all Indemnified Liabilities incurred by the Indemnitees or any of the transactions contemplated by any of the foregoingthem.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) 8.1 hereof, and irrespective of whether the Registration Rights Agreementtransactions contemplated hereby are consummated, AIG Borrower agrees to indemnify indemnify, exonerate, defend, pay, and hold harmless the UST, the FRBNY, their respective Affiliates Agent-Related Persons and the directors, officers, employees, agents, attorneys, accountants Lender-Related Persons (collectively the “Indemnitees” and other professional advisers of any of the foregoing (each such Person, an individually as “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, damagescosts, liabilities and related expenses, and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel feesfor such Indemnitees in connection with any investigation, charges and out-of-pocket disbursementsadministrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against any Indemnitee arising out ofsuch Indemnitee, in any way connected with manner relating to or as a result arising out of (i) the execution or delivery ofRevolver Commitments, the performance by use or intended use of the parties hereto proceeds of their respective obligations under, the Loans or the consummation of the transactions contemplated by, by this Agreement, including any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding matter relating to or arising out of the filing or recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, whether or not however, that Borrower shall have no obligation hereunder to any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related outIndemnified Liabilities are found in a final non-of-pocket expenses are determined appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith fraud, or willful misconduct of such IndemniteeIndemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. All amounts due Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this Section 9.07(a) 8.2 shall survive the termination of 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 payable promptly upon written demand thereforgoverned by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. 4.1 The Company hereby acknowledges and accepts that the consideration given by the Company to the Transferor and the other terms and conditions set out in this Agreement take into consideration certain claims and litigation proceedings which have been made or commenced against the Transferor (aand others) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG date of this Agreement and are set out in Schedule B (the “Current Asbestos Claims”). 4.2 The Company hereby agrees to indemnify indemnify, defend, and hold harmless the USTTransferor from and against Indemnifiable Losses of the Transferor in an aggregate amount not to exceed $250,000 per year (the “Asbestos Claims Annual Indemnity Cap”), to the extent such Indemnifiable Losses of the Transferor are based upon, related to, or arise out of or in connection with, the FRBNYCurrent Asbestos Claims, their respective Affiliates provided however that the Asbestos Claims Annual Indemnity Cap shall not apply to the costs and the directorsexpenses of attorneys’, officersaccountants’, employees, agents, attorneys, accountants consultants’ and other professional advisers professionals’ fees and expenses incurred by the Transferor in the investigation or defense of any of the foregoing (Current Asbestos Claims. 4.3 In addition, each such PersonParty shall indemnify, an “Indemnitee”) againstdefend, and to hold each Indemnitee harmless from, the other Party from and against any and all lossesIndemnifiable Losses of such other Party and its Subsidiaries and Affiliates (each an “Indemnified Party” and together the “Indemnified Parties”), claimsto the extent based upon, damagesrelated to, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, of or otherwise in any way connected connection with or as a result such Party’s breach of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesIndemnifiable Losses are based upon, claimsrelated to, damagesresult from or arise out of such Indemnified Party’s (i) breach of this Agreement, liabilities (ii) violation of Laws, or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the (iii) gross negligence, bad faith recklessness or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereformisconduct. (b) To 4.4 The provisions of Section 4.2 and Section 4.3 shall, to the maximum extent permitted by applicable Law, each be the sole and exclusive remedies of the parties to this Agreement agrees that no party to this Agreement shall assertParties hereto and the Indemnified Parties, and each as applicable, for any Indemnifiable Losses, whether arising from statute, principle of the parties to this Agreement hereby waivescommon or civil law, in advanceprinciples of strict liability, any claim against any Indemnitee of any party to tort, contract or otherwise under this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG The Company agrees to indemnify the USTand hold harmless each Underwriter, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants employees and other professional advisers agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and Securities Act or Section 20 of the Exchange Act against all losses, claims, damagesdamages or liabilities, liabilities and related expensesjoint or several, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG which they or any of its Affiliates); provided that such indemnity shall notthem may become subject, under Alberta Securities Law, the Securities Act, the Exchange Act or otherwise, insofar as to any Indemnitee, be available to the extent that such losses, claims, damagesdamages 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, liabilities the U.S. Basic Prospectus, the U.S. Pricing Prospectus, any U.S. Prospectus or related out-of-pocket the Registration Statement, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and 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 determined incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Canadian Prospectus, U.S. Basic Prospectus, the U.S. Pricing Prospectus, any the U.S. Prospectus, the Registration Statement, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by a court or on behalf of competent jurisdiction by final and nonappealable judgment any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to have resulted primarily from any liability which the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforCompany may 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 Lawlaw, each in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties to this Agreement agrees that no on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Designated Securities pursuant to this Agreement shall assertbe deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault of the parties shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, 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 with 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 each director of the parties to this Agreement hereby waivesCompany and each officer of the Company who signed the Canadian Prospectus, in advancethe U.S. Prospectus, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby the Registration Statement or any amendment or supplement thereto shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 9(d). The obligations of the transactions contemplated by any of Underwriters in this Section 9(d) to contribute are several in proportion to their respective underwriting obligations with respect to the foregoingDesignated Securities and not joint.

Indemnity. Without limiting any other indemnification rights Indemnitee may have, under this Agreement or otherwise, subject only to the exclusions set forth in Section 3 hereof, the Company hereby agrees to hold harmless and indemnify Indemnitee: (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, Against any and all losses, claims, damages, liabilities expenses (including attorneys’ fees and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, expenses incurred by in defense or asserted against any Indemnitee arising out of, in any way connected with or as a result investigation of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigationincluding a claim against the Company or Indemnitee with respect to this Agreement), investigation judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or proceeding relating to any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the foregoingCompany) to which Indemnitee is, whether was or not at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a party thereto director, officer, employee or agent of Home Properties of New York, L.P. (and regardless the “Partnership”), the limited partnership of whether such matter which the Company is initiated by a third party general partner, or by AIG of any other corporation, partnership, joint venture, trust, employee benefit plan or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor.other enterprise; (b) To Otherwise to the fullest extent as may be permitted to Indemnitee by applicable Law, each the Company under the non-exclusivity provisions of Article VII of the parties to this Agreement agrees that no party to this Agreement shall assert, and each By-laws of the parties to this Agreement hereby waives, Company as in advance, any claim against any Indemnitee effect on the date hereof and subparagraphs (g) and (h) of any party to this Agreement, on any theory Section 2-418 of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby the Maryland General Corporation Law or any successor provision; and (c) The Company covenants and agrees to maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the policy currently in effect (the “D&O Policy”) unless otherwise approved by a majority of the transactions contemplated by any Board of Directors of the foregoingCompany.

Indemnity. Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of 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 (ai) Except as expressly provided in Section 1.1(g) the administration of this Agreement (including the customary fees and charges of the Registration Rights AgreementCollateral Agent for any monitoring or audits conducted by it or on its behalf with respect to the Accounts or Inventory), AIG (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 UST, the FRBNY, their respective Affiliates Collateral Agent and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) Indemnitees against, and to hold each Indemnitee of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, disbursements and other charges and out-of-pocket disbursementsof counsel, incurred by or asserted against any Indemnitee of them arising out of, in any way connected with with, or as a result of (i) the execution or delivery of, the execution, delivery or performance by the parties hereto of their respective obligations under, this Agreement or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating hereto or to any of the foregoingCollateral, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such IndemniteeIndemnitee or any of its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.18 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any Lender. All amounts due under this Section 9.07(a) 9.18 shall be payable promptly upon on written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, their respective Affiliates pay and hold harmless, each Agent and Lender and the officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants sub-agents and other professional advisers Affiliates of any of the foregoing each Agent and each Lender (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or arising out of, as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of a. To the Registration Rights Agreement, AIG agrees to indemnify the USTfullest extent permitted by law, the FRBNYContractor shall defend, indemnify, and save harmless the Council and Participants and their respective Affiliates duly elected or appointed officials, agents and the directors, officers, employees, agents, attorneys, accountants employees from and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and against all lossesdemands, claims, damages, liabilities liabilities, losses, costs, and related expensesexpenses (including, but not limited to, reasonable attorney fees) (referred to collectively as “demands”) arising out of or resulting from any work performed pursuant to this Agreement including reasonable counsel feesbut not limited to any negligent acts, charges errors, or omissions of the Contractor, any subContractor, or any person directly or indirectly employed by any of them, or by a defect of a product or design supplied by the Contractor or subContractor. Such obligation shall not negate, abridge, or reduce in any way any additional indemnification rights of the Participants, that otherwise may exist under statute or in law or equity. b. Contractor assumes full responsibility for relations with any subcontractors employed directly or indirectly by the Contractor and out-of-pocket disbursementsthe Contractor shall defend, incurred indemnify, and save harmless the Participant from all demands made against the Participant by such subcontractor, such subcontractor’s agent or asserted against employee, or any Indemnitee arising person, as the result of such subcontractor’s work performed pursuant to this Agreement including but not limited to negligent acts, errors, or omissions that arise out of, result from, or are connected with the performance of this Agreement or any subsequent Agreement and is not otherwise subject to indemnifications under subparagraph “a” above. c. The Contractor shall defend, indemnify, and hold harmless the Council and Participants from any and all demands relating to wages, overtime compensation, or other employee benefits by employees employed directly or indirectly by the Contractor for work performed in connection with the work hereunder or required by state or federal law, including but not limited to Fair Labor Standards Act and Massachusetts Prevailing Wage Law. d. The indemnification obligations of the Contractor and subContractor shall not be limited in any way connected with by any limitations on the amount or type of damages, compensations, or benefits payable by or for the Contractor or subContractor under any federal or state law. e. In the event of a breach of this Agreement by the Contractor, the Contractor shall pay all reasonable attorney fees, costs and other litigation expenses incurred by the Council or Participant(s) in enforcing its rights as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating said breach in addition to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefordamages for said breach. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG Each Participant agrees to indemnify Agent (to the USTextent not reimbursed by NAI within ten days after demand) from and against such Participant's Percentage of any and all Losses of any kind or nature whatsoever which to any extent (in whole or in part) may be imposed on, the FRBNYincurred by, their respective Affiliates and the directorsor asserted against Agent growing out of, officers, employees, agents, attorneys, accountants and resulting from or in any other professional advisers of way associated with any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery ofCollateral, the performance by the parties hereto of their respective obligations under, or the consummation of Transaction Documents and the transactions and events (including the enforcement thereof) at any time associated therewith or contemplated bytherein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LOSSES ARE IN ANY WAY OR TO ANY EXTENT OWED, this AgreementIN WHOLE OR IN PART, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claimUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, litigationOR ARE CAUSED, investigation or proceeding relating to any IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, PROVIDED ONLY THAT NO PARTICIPANT SHALL BE OBLIGATED UNDER THIS SECTION TO INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LOSS WHICH IS PROXIMATELY CAUSED BY AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of the foregoing, whether or not each Participant agrees to reimburse Agent promptly upon demand for such Participant's Percentage share of any Indemnitee is a party thereto (costs and regardless of whether such matter is initiated expenses to be paid to Agent by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available NAI hereunder to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Agent is not timely reimbursed by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforNAI as provided in subsection 7.2. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. To the fullest extent permitted by law Seller, at its sole cost and expense, agrees to indemnify, defend and hold harmless Buyer, its Third Party Beneficiaries (a) Except as expressly provided defined in Section 1.1(g) 20 below), its contractors and subcontractors, consultants, any landlords and overlandlords from whom any Buyer’s affiliates may lease a hotel or a casino/hotel property, and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates subsidiaries, affiliates, parent companies and the their respective members, officers, directors, officersmanagers, employees, agents, attorneysshareholders, accountants successors and other professional advisers of any of the foregoing assigns, heirs, administrators, and personal representatives (each such Personcollectively, an “IndemniteeBuyer’s Indemnitees”) against, from and to hold each Indemnitee harmless from, against any and all losses, damages, costs, expenses, claims, judgments or liabilities (including reasonable costs and attorney’s fees which shall be reimbursed as incurred) which in any way arise out of or relate to any actual or alleged injury, death or damage to any 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 indemnify, defend and hold harmless Buyer’s Indemnitees, their parents, subsidiaries and affiliates, and their respective officers, directors, shareholders, successors and assigns, employees from and against any and all claims, demands, losses, liabilities, damages, liabilities and related expenses, causes of action or expenses (including reasonable counsel costs and attorney’s fees, charges and out-of-pocket disbursementswhich shall be reimbursed as incurred), incurred by caused by, resulting from, or asserted against any Indemnitee arising out of, in any way connected with (a) an infringement of or as a result claimed infringement of (i) any patent, trademark, or copyright arising out of the execution sale, use or delivery of, possession of the performance by the parties hereto of their respective obligations undermerchandise furnished by, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated services performed by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. Seller (b) To the extent permitted by applicable Lawacts or omissions of Seller or Seller’s agents, each employees, subcontractors or contractors in conjunction with this Order, or (c) any breach of the parties to warranties of Seller contained in this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingOrder.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, the FRBNYAdministrative Agent, the L/C Issuer, the Arrangers and each Lender, their respective Affiliates and the their respective officers, partners, directors, officersshareholders, trustees, employees, representatives, agents, attorneys, accountants advisors and other professional advisers of any of the foregoing attorneys (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)OR SOLE NEGLIGENCE OF SUCH PERSON; provided that such indemnity no Credit Party shall not, as have any obligation to any IndemniteeIndemnitee hereunder with respect to any Indemnified Liabilities, be available to the extent such Indemnified Liabilities arise from the gross negligence , bad faith or willful misconduct of that such lossesIndemnitee or its Indemnitee Related Persons, claims, damages, liabilities or related out-of-pocket expenses are as determined by a court of competent jurisdiction by final in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable, in whole or in part, because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, the L/C Issuer, the Administrative Agent and their respective Affiliates, partners, directors, shareholders, trustees, employees, representatives, agents, advisors or attorneys, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the 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 any way related to, this Agreement, Agreement or any other Transaction Document, 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 Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued, and whether or not known or suspected to exist in its favor. (c) 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 transactions contemplated 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 foregoingforegoing 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) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG EFIH agrees to indemnify defend, indemnify, pay and hold harmless the UST, the FRBNY, their respective Affiliates Collateral Trustee and the each of its directors, officers, partners, trustees, employees, attorneys and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any no Indemnitee arising out of, in any way connected will be entitled to indemnification hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such an Indemnitee. . (b) All amounts due under this Section 9.07(a) shall 7.11 will be payable promptly upon written demand therefordemand. (bc) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, EFIH will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by applicable Law, each Indemnitees or any of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, them. (d) EFIH will not assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby relating in any respect to any Indemnified Liability, and EFIH hereby waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or any 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 transactions contemplated by any of the foregoingCollateral Trustee.

Indemnity. FPL shall hold the Customer, its officers, agents, and employees harmless against claims by third parties for bodily injury (aincluding death) Except as expressly provided in Section 1.1(g) and third party tangible personal property damage resulting solely and exclusively from FPL’s gross negligence during the performance of the Registration Rights Agreementinstallation of the System at the Location. FPL shall not be responsible for damages whether resulting in whole or in part from the Customer, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, or any of its employees, agents, attorneys, accountants representatives or those in its care and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemniteecustody. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable LawSection 768.28, each Florida Statutes, the Customer shall hold harmless, indemnify and defend FPL, its affiliates and parent company, and their officers, agents, and employees (collectively, “FPL Entities”) from and against all liability, claims, judgments or costs for injury to, or death of any person or persons, for the loss or damage to any property, and for the imposition of any penalties, fines or other assessments by any governmental agency arising out of the parties to performance under this Agreement agrees that no party to this Agreement shall assertContract, and each of resulting from any negligence or failure to act by the parties to this Agreement hereby waivesCustomer, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of its employees, agents, representatives or those in its care and custody. An indemnitor under this Section shall have the transactions contemplated right to defend an indemnitee by counsel (including insurance counsel) of indemnitor’s selection reasonably satisfactory to the indemnitee, with respect to any claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claims or actions. No indemnitee shall settle any such claims or actions without prior written consent of the foregoingindemnitor. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 4.1 TO THE CONTRARY, NOTHING CONTAINED HEREIN SHALL CONSTITUTE A WAIVER BY THE CUSTOMER OF ITS LIMITED WAIVER OF SOVEREIGN IMMUNITY PURSUANT TO THE PROVISIONS OF SECTION 768.28, FLORIDA STATUTES.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of You must, during and after the Registration Rights AgreementLicense Term, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) Indemnified Parties against, and to hold each Indemnitee them harmless from, any and all losses, claimscosts, liabilities, damages, liabilities claims, and related expenses, including reasonable counsel attorneys’ fees, charges expert fees, costs and out-of-pocket disbursements, incurred by or asserted against any Indemnitee other expenses of litigation arising out ofof or resulting from: (i) any claimed occurrence at the Hotel or arising from, in any way connected with or as a result of (i) the execution or delivery of, or in connection with the performance by the parties hereto of their respective obligations underdevelopment, construction or the consummation operation of the transactions contemplated byHotel (including the design, this Agreementconstruction, financing, furnishing, equipment, acquisition of supplies or operation of the Hotel in any other Transaction Document or any agreement or instrument contemplated hereby or thereby or way); (ii) any claimbodily injury, litigationpersonal injury, investigation death or proceeding relating to property damage suffered or claimed by any guest, customer, visitor or employee of the foregoingHotel; (iii) your alleged or actual infringement or violation of any patent, whether ▇▇▇▇ or not copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any Indemnitee is a party thereto contract (and regardless of whether such matter is initiated 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 by AIG about the Hotel or its grounds; (vi) any other of its 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; provided that such indemnity shall notor (vii) your failure to comply with Subparagraph 16.l., as including a breach of the representations set forth therein. However, you do not have to any Indemnitee, be available indemnify an Indemnified Party to the extent that such lossesdamages otherwise covered under this Paragraph 9 are adjudged by a final, claims, damages, liabilities or related outnon-of-pocket expenses are determined by appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from been solely the result of the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Lawthat Indemnified Party, each and not any of the parties acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel. You may not rely on this Agreement agrees that no party exception to this Agreement shall assertyour 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, and each such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the provisions of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on including compliance with Standards, Applicable Laws or other requirements. You will also indemnify the Indemnified Parties for any theory claim for damages by reason of liabilitythe 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 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 specialall expenses, indirectincluding reasonable attorneys’ fees, consequential expert fees, costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or punitive damages (as opposed to direct remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or actual damages) arising out ofotherwise mitigate their losses to maintain a claim against you, and their failure to do so will in connection with, no way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or as a result of, termination of this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except In addition to such indemnities as expressly may be provided for in Section 1.1(g) of the Registration Rights AgreementMaster Lease, AIG Subtenant agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directorshold Sublandlord and its affiliates, officers, agents, servants, employees and independent contractors (individually a “Sublandlord Party” and collectively, “Sublandlord Parties”) harmless against all loss, damage, liability, or expense suffered or claimed against any Sublandlord Party, by any person or entity (i) caused by or otherwise arising from, in whole or in part, any breach or default by Subtenant of any covenant or obligation it has hereunder (including but not limited to all covenants or obligations of the tenant under the Master Lease assumed by Subtenant pursuant to the terms of this Sublease), or (ii) caused by or in connection with anything owned or controlled by Subtenant, or (iii) resulting from any act, failure to act, or negligence of Subtenant or its employees, agents or invitees, or (iv) resulting from any nuisance suffered on the Subleased Premises, except for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, Landlord or their respective employees, agents, attorneysrepresentatives, accountants successors or assigns. Subtenant further agrees to indemnify Sublandlord and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee Sublandlord harmless from, any and from all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underexpenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the consummation acts or omissions of Subtenant which are or are alleged to be defaults of Sublandlord under the transactions contemplated by, this Agreement, Master Lease or are the subject matter of any other Transaction Document indemnity or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any hold harmless of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall notSublandlord, as tenant, to any Indemnitee, be available Master Landlord under the Master Lease. The obligations of Subtenant to indemnify Sublandlord and/or the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from Sublandlord Parties and/or hold the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under Sublandlord and/or the Sublandlord Parties harmless in this Section 9.07(a) 12 and elsewhere herein shall be payable promptly upon written demand thereforsurvive the expiration or other termination of this Sublease. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party, jointly and severally, agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent and Lender, their respective Affiliates and the respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers agents of any each Agent and each Lender and of the foregoing each of their respective Affiliates (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that such indemnity no Credit Party shall not, as have any obligation to any Indemnitee, be available Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such lossesIndemnified Liabilities arise from the gross negligence or willful misconduct, claims, damages, liabilities or related out-of-pocket expenses are as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligencein a final, bad faith or willful misconduct non-appealable order, of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 10.3(a) shall be payable promptly upon written demand therefornot 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, Agents and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the 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 any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, the transmission of information through the Internet, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon or assert any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Person referred to in the 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) Except as expressly In addition to the payment of expenses pursuant to Section 9.2 and the indemnification provided in Section 1.1(gpursuant to Sections 2.19(e) of and 8.5, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Company agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Affected Party and each Lender, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers agents and persons identified in the last sentence of any of the foregoing Section 2.4(b) hereof (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts in respect of claims for taxes not otherwise payable by or asserted against Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct misconduct, as determined by a court of such competent jurisdiction in a final non-appealable order of that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a9.3 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) shall be payable promptly upon written demand thereforand 8.5. (b) To the extent permitted by applicable Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Company shall not assert, and each of the parties to this Agreement Company hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementAffected 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) 8.1 hereof, and irrespective of whether the Registration Rights Agreementtransactions contemplated hereby are consummated, AIG Borrower agrees to indemnify indemnify, exonerate, defend, pay, and hold harmless the USTAgent-Related Persons, the FRBNYLender-Related Persons, their respective Affiliates and each Participant (collectively the directors, officers, employees, agents, attorneys, accountants “Indemnitees” and other professional advisers of any of the foregoing (each such Person, an individually as “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, damagescosts, liabilities and related expenses, including and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel feesfor such Indemnitees in connection with any investigation, charges and out-of-pocket disbursementsadministrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against any Indemnitee arising out ofsuch Indemnitee, in any way connected with manner relating to or as a result arising out of (i) the execution or delivery ofTotal Commitments, the performance by use or intended use of the parties hereto proceeds of their respective obligations underthe Loans, Letters of Credit or the consummation of the transactions contemplated by, by this Agreement, including any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding matter relating to or arising out of the filing or recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, whether or not however, that Borrower shall have no obligation hereunder to any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related outIndemnified Liabilities are found in a final non-of-pocket expenses are determined appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the fraud, gross negligence, bad faith negligence or willful misconduct of such Indemnitee. All amounts due Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 9.07(a) 8.2 shall be payable promptly upon written demand therefor. (b) To survive the extent permitted by applicable Law, each termination of the parties to this Agreement agrees that no party to this Agreement shall assert, and each the discharge of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Borrower’s other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingobligations hereunder.

Indemnity. Each Borrower hereby agrees to indemnify (a) Except as expressly provided in Section 1.1(gAgent, (b) Letter of Credit Issuer, (c) each Lender, (d) each of the Registration Rights AgreementAffiliates of each of the Persons listed in the foregoing clauses (a) through (c), AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and (e) each of the directors, members, managers, general partners, limited partners, officers, employeesand employees of each of the Persons listed in the foregoing clauses (a) through (d) (collectively, agentsthe "Indemnified Persons") and hold each 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, accountants ' fees and other professional advisers legal expenses) as the result of any Borrower's failure to observe, perform or discharge such ▇▇▇▇▇▇▇▇'s duties hereunder. In addition, each Borrower shall defend each Indemnified Person against and save it harmless from all claims of any Person with respect to the Collateral (except those resulting from the gross negligence or intentional misconduct of such Indemnified Person). Without limiting the generality of the foregoing (each such Personforegoing, an “Indemnitee”) against, and these indemnities shall extend to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or claims asserted against any Indemnitee arising out ofIndemnified 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, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating foregoing indemnity shall not be available to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Person to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the such Indemnified Person's gross negligence, bad faith negligence or willful misconduct 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 Indemnitee. All amounts due Indemnified Person and a Borrower are adverse parties to the extent that such Borrower prevails on the merits, as determined by a court of competent jurisdiction by final and nonappealable judgment (it being understood that nothing in this Agreement shall preclude a claim or suit by a Borrower against any indemnitee for such Indemnified Person's failure to perform any of its obligations to Borrowers under the Loan Documents); (iii) Borrowers shall not, in connection with any such proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the fees and expenses of more than one law firm at any one time for the Indemnified Person (which law firm shall be selected (x) by mutual agreement of Agent and Borrower Representative or (y) if no such agreement has been reached following Agent's good faith consultation with Borrower Representative with respect thereto, by Agent in its sole discretion); (iv) each Indemnified Person shall give Borrower Representative (A) prompt notice of any such action brought against such Indemnified Person in connection with a claim for which it is entitled to indemnity under this Section 9.07(a12.4 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 payable promptly upon written demand therefor. (b) To obligated to pay the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee amount of any party settlement entered in to without their written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding any contrary provision in this Agreement, on any theory the obligation of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, Borrowers under this Section 12.4 shall survive the payment in connection with, or as a result of, full of the Obligations and the termination of this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) The Grantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Agent, each Secured Debt Representative and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the each and all of their respective directors, officers, partners, members, trustees, employees, agents, attorneys, accountants advisors and other professional advisers of any agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any no Indemnitee arising out of, in any way connected will be entitled to indemnification hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. . (b) All amounts due under this Section 9.07(a) shall 7.12 will be payable promptly upon written demand therefordemand. (bc) To the extent permitted by applicable Lawthat the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the parties Grantors will contribute the maximum portion that it is permitted to this Agreement agrees that no party pay and satisfy under applicable law to this Agreement shall assert, the payment and each satisfaction of the parties to this Agreement hereby waives, in advance, all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Security Document or any agreement or instrument contemplated hereby or thereby or transaction relating in any respect to any Indemnified Liability, and each of the transactions contemplated by Grantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the foregoingCollateral Agent.

Indemnity. (a) Except as expressly provided 7.1.1. Subject to the limitations set forth in Section 1.1(g) of this Article 7, from and after the Registration Rights AgreementClosing, AIG agrees to Seller shall indemnify the USTand hold harmless Purchaser and its subsidiaries, the FRBNY, and their respective Affiliates and the directors, officers, employees, agents, attorneysand representatives (collectively and singly, accountants and other professional advisers of any of the foregoing (each such Person, an “IndemniteeIndemnified Parties”) against, from and to hold each Indemnitee harmless from, against any and all losses, claimsliabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), damages, liabilities costs and related expenses, expenses (including reasonable fees and disbursements of counsel feesselected by such Indemnified Party), charges claims or other obligations of any nature whatsoever (individually, a “Damage” and out-of-pocket disbursementscollectively, incurred “Damages”) that any Indemnified 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 or asserted Purchaser against any Indemnitee arising out of, in any way connected with or as Shareholder based upon a result breach of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether representations and warranties of Seller contained in this Agreement or not any Indemnitee is a party thereto (and regardless breach of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as any Shareholder’s covenants or agreements to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated 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 foregoingClosing. 7.1.2. Subject to the limitations set forth in this Article 7, Purchaser will indemnify and hold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in connection with any inaccuracy or breach of any representation, warranty, agreement or covenant of Purchaser contained in this Agreement (or in any exhibit, schedule or certificate delivered hereunder.

Indemnity. 7.1 Each Member (athe Indemnifying Member) Except as expressly provided in Section 1.1(g) of shall be liable for and shall fully and promptly indemnify and keep indemnified and hold harmless FDR LIMITED, LLC, save where FDR LIMITED, LLC is the Registration Rights AgreementIndemnifying Member, AIG agrees to indemnify and any other Member, including the USTParent Company, (together, the FRBNYIndemnified Parties) on demand in respect of all liabilities, their respective Affiliates and the directorsdamages, officerscosts, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damagesdemands and proceedings whatsoever, liabilities and related expenseshowsoever arising, including reasonable counsel feeswhether in contract, charges and out-of-pocket disbursementstort, incurred by breach of statutory duty or asserted against any Indemnitee arising Applicable Law or otherwise, directly or indirectly, out of, or in the course of or in connection with any way connected with alleged or as actual claims advanced against them by a result of (i) the execution or delivery of, the performance Data Subject arising from breach by the parties hereto Indemnifying Member of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document the BCRs or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding Applicable Law relating to its processing of Personal Data. 7.2 The Indemnifying Party shall promptly notify FDR LIMITED, LLC, the Parent Company and, if applicable, the relevant Indemnified Parties in writing if it becomes aware of any claims or alleged claims advanced or to be advanced against them or any Indemnified Parties. 7.3 Following notification in accordance with Clause 7.2, the Parent Company may at its sole option, assume conduct of and/or settle, and the Indemnifying Party shall allow the Parent Company to assume conduct of and/or settle, all negotiations and any actions resulting from any such claim or alleged claim. However, where the Parent Company does not elect to assume such conduct or settlement, and if requested by FDR LIMITED, LLC or the relevant Indemnified Party against whom the claim or alleged claim has been advanced or is to be advanced, the Indemnifying Party shall allow the relevant Indemnified Party to conduct and/or settle all negotiations and any actions resulting from any such claim or alleged claim. 7.4 Notwithstanding the provisions set out above, the Indemnifying Party agrees that in relation to any claim or alleged claim brought in relation to this Clause 7, it shall fully submit to the direction of the foregoing, whether or not Parent Company and fully co-operate with the Parent Company and any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available applicable Indemnified Party in relation to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforsame. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

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) Except the Company (acting reasonably) may impose such terms as expressly provided it sees fit in Section 1.1(g) of connection with the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct granting of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor.loan; (b) To the extent permitted by applicable Law, each Director shall repay any amount so paid or advanced (and discharge any liability of the parties Company incurred under any transaction in connection with the matters referred to this Agreement agrees above) in the event that no party the Director is convicted or judgment is given against him in the proceedings or the court refuses to this Agreement shall assertgrant the Director relief on the application on the date on which the conviction, and each judgment or refusal of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages relief (as opposed applicable) becomes final; (c) if once the claim, action or proceedings have been finally concluded and there has been no adverse judgement against the Director, the Director shall be exonerated from the obligation to direct or actual damages) arising out of, repay the loan and the Company’s indemnity obligation in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or clause 2 shall be thereby or any of the transactions contemplated by any of the foregoingsatisfied.

Indemnity. (a) Except as expressly provided in Without duplication of and subject to the limitations set forth under the expense reimbursement obligations pursuant to Section 1.1(g) 12.3, each Loan Party shall jointly and severally indemnify and hold harmless each of the Registration Rights AgreementAdministrative Agent, AIG agrees to indemnify the USTL/C Issuer, the FRBNY, their respective Affiliates Joint Lead Arrangers and the directorsLenders and each such Person’s respective Affiliates, officers, directors, members, partners, employees, agentsadvisors, attorneys, accountants agents and other professional advisers of any of the foregoing representatives (each such Personeach, an “IndemniteeIndemnified Person”) against), from and to hold each Indemnitee harmless from, against any and all losseslosses (other than lost profits), claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and documented out-of-pocket disbursementscosts and expenses (but limited, incurred by or asserted against 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 Indemnitee such Indemnified Person is subject arising out of, resulting from or in connection with any way connected with actual or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any 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 any Indemnitee such Action is a party thereto (and regardless of whether such matter is initiated brought by a third party or by AIG the Borrower or any of its Affiliates, creditors or any other Person (collectively, “Indemnified Liabilities”); provided provided, that such the foregoing indemnity shall will not, as to any IndemniteeIndemnified Person, be available apply to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (i) to have resulted primarily the extent resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due 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 Section 9.07(aAgreement or the other Loan Documents (in the case of each of preceding clauses (i) shall be payable promptly upon written demand thereforand (ii), as determined by a court of competent jurisdiction in a final, non-appealable judgment), or (iii) to the extent arising from any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity or in fulfilling its role as the Administrative Agent or any Joint Lead Arranger and other than any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). (b) To Notwithstanding the foregoing, (i) no Indemnified Person or any other party hereto shall be 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 permitted by applicable Lawsuch damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, each bad faith or gross negligence of the parties to this Agreement agrees that no such Indemnified Person, any Related Indemnified Person or such other party to this Agreement shall asserthereto, as applicable, and each (ii) neither (x) any Indemnified Person or any of its Related Indemnified Persons, nor (y) the parties Borrower (or any 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 Agreement hereby waivesclause (y), other than in advance, any claim against any Indemnitee respect of any party 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 Agreement, on any theory of liability, for sentence shall limit the Borrower’s (or its Subsidiaries’ and Affiliates’) 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 such longer period as the applicable Indemnified Person may agree to) following demand therefor and presentment of a reasonably-detailed invoice relating thereto setting forth such amounts in reasonable detail, together with any supporting documentation reasonably requested by the Borrower. (f) This Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages) , etc. arising out of, in connection with, or as a result of, this Agreement, from any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingnon-Tax claim.

Indemnity. (a) Except as expressly provided in Section 1.1(g) To the fullest extent permitted by law, User shall indemnify, defend and hold harmless Location, The Roman Catholic Archbishop of the Registration Rights AgreementLos Angeles, AIG agrees to indemnify the USTa corporation sole, the FRBNYArchdiocese of Los Angeles Education & Welfare Corporation, their respective Affiliates and the directors, officers, employees, agents, attorneysvolunteers and employees (“Indemnified Parties”), accountants from and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilities losses and related expenses, including reasonable counsel but not limited to attorney’s fees and expert costs and fees, charges and out-of-pocket disbursementsall other costs and expenses incurred as an incident thereto, incurred by or asserted against any Indemnitee arising out of, in any way connected with based on or as a result relating to User’s use or occupancy of (i) the execution Facility or delivery of, the performance by User of this Agreement or the parties hereto breach of their respective obligations underany term, warranty or representation expressed herein, including any such claims, damages, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of real or personal property, including loss of use resulting therefrom, to the consummation extent caused in whole or in part by any acts or omissions of the transactions contemplated byUser, this Agreementits agents, any other Transaction Document employees, vendors, subcontractors, guests or any agreement or instrument contemplated hereby or thereby or (ii) any claiminvitees, litigation, investigation or proceeding relating to any of the foregoingand anyone for whose acts User may be liable, whether or not any Indemnitee is 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 party thereto (and regardless of whether such matter is initiated by a third party claim or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily loss arising from the gross negligence, bad faith sole negligence or willful misconduct of Indemnified Parties. In case any action or proceeding is brought against Indemnified Parties because of any such Indemniteeclaim, User shall defend the same at User’s expense by counsel reasonably satisfactory to Location. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To User hereby assumes all risk of damage to property and injury to persons in, on or about the extent permitted by applicable Law, each Facility arising from any cause and hereby waives all claims in respect thereof against Indemnified Parties except for damages arising out of the parties to this Agreement agrees that no party to this Agreement shall assert, and each sole negligence or willful misconduct of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingIndemnified Parties.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 9.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Company agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Affected Party and each Agent, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers of any of the foregoing agents (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by or asserted against Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct misconduct, as determined by a court of such competent jurisdiction in a final non-appealable order of that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Company shall not assert, and each of the parties to this Agreement Company hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementAffected 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Revolving Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG The Corporation hereby agrees to indemnify and defend and hold harmless each of the USTPurchaser, the FRBNYits Affiliates, successors and assigns and each of their respective Affiliates and the officers, directors, officers, employees, agents, attorneys, accountants employees and other professional advisers of any of agents (a “Purchaser Indemnified Party” or collectively the foregoing (each such Person, an “IndemniteePurchaser Indemnified Parties”) from and against, and agrees to hold each Indemnitee harmless frompay or cause to be paid to the Purchaser Indemnified Parties all amounts equal to the sum of, any and all losses, claims, damagesdemands, liabilities and related costs, expenses, losses and other liabilities of any kind, other than loss of profits of such Purchaser Indemnified Parties or consequential damages (“Losses”) that the Purchaser Indemnified Parties may incur or suffer (including without limitation all reasonable counsel feeslegal fees and expenses) which arise or result from any breach by the Corporation of any of its representations or warranties, charges and out-of-pocket disbursements, incurred or failure by the Corporation to perform any of its covenants or asserted against any Indemnitee arising out ofagreements, in any way connected with this Agreement or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, in any other Transaction Document or in any agreement certificate or instrument contemplated hereby document delivered pursuant hereto or thereby or (ii) any claimother Transaction Document, litigation, investigation or proceeding relating including but not limited to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party claims arising or by AIG resulting from such breach or any of its Affiliates); provided that such indemnity shall notfailure, as to any Indemnitee, be available except to the extent that such lossesLosses arise out of the intentional or gross fault, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemniteethe Purchaser, their respective Affiliates, successors and assigns and their respective officers, directors, employees and agents. All amounts due under this Section 9.07(a) The rights of the Purchaser hereunder shall be payable promptly upon written demand thereforin addition to, and not in lieu of, any other rights and remedies which may be available to it by Law. (b) To The Purchaser hereby agrees to indemnify and defend and hold harmless the extent permitted by applicable LawCorporation, each of the parties to this Agreement agrees that no party to this Agreement shall assertits Affiliates, successors and assigns and each of their respective officers, directors, employees and agents (a “Corporation Indemnified Party” or collectively the parties “Corporation Indemnified Parties”) from and against, and agrees to pay or cause to be paid to the Corporation Indemnified Parties all Losses that the Corporation Indemnified Parties may incur or suffer (including without limitation all reasonable legal fees and expenses) which arise or result from any breach by the Purchaser of any of its representations or warranties, or failure by the Purchaser to perform any of its covenants or agreements, in this Agreement hereby waives, or in advance, any claim against other Transaction Document or in any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential certificate or punitive damages (as opposed to direct document delivered pursuant hereto or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, including but not limited to any agreement third party claims arising or instrument contemplated hereby resulting from such breach or thereby or any failure, except to the extent such Losses arise out of the transactions contemplated by any intentional or gross fault, gross negligence or willful misconduct of the foregoingCorporation or its respective Affiliates, successors and assigns and their respective officers, directors, employees and agents. Notwithstanding anything to the contrary in this Agreement, for purposes of this Section 8.1(b), in determining the existence of any inaccuracy in, or misrepresentation or breach of, any representation or warranty by the Purchaser, and the amount of any Losses, no effect shall be given to any qualification as to “materiality” or “Material Adverse Effect” in such representations and warranties. The rights of the Corporation hereunder shall be in addition to, and not in lieu of, any other rights and remedies which may be available to it by Law or under the Transaction Documents. In no event shall the liability of the Purchaser hereunder exceed, in the aggregate, the amount paid to the Corporation in respect of the Initial Note and the Subsequent Note. Furthermore, in no event shall the liability of the Corporation hereunder exceed, in the aggregate, the amount paid by the Purchaser to the Corporation in respect of the Initial Note and the Subsequent Note together with the interest accrued thereon as provided in the Notes to the date that the indemnification paid to the Purchaser Indemnified Parties pursuant to this Article 8 equals the aggregate principal amount of such Notes.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, their respective Affiliates pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, officerstrustees, advisors, employees, agents, attorneys, accountants sub-agents and other professional advisers Affiliates of any of the foregoing each Agent and each Lender (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this Agreementeach Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or arising out of, as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and each Borrower hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 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) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) 10.2, whether or not any or all of the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Note Party agrees to indemnify the USTdefend, indemnify, pay and hold harmless, the FRBNYAdministrative Agent and each Holder, their respective Affiliates and the its and their respective officers, members, shareholders, partners, directors, officerstrustees, employees, agentsadvisors, attorneys, accountants representatives and other professional advisers agents and each of their respective successors and assigns and each Person who control any of the foregoing (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred by or asserted against OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Note Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any Indemnified Liabilities if such Indemnified Liabilities arise from the gross negligence or willful misconduct of the foregoing, whether or not any that Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Note Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Note Party shall assert, and each of the parties to this Agreement Note Party hereby waives, in advance, releases and agrees not to ▇▇▇ upon any claim against any Indemnitee of any party to this Agreement, 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, or as a result of, or in any way related to, this Agreement, any other Transaction Document, Note Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Note or the use of the foregoingproceeds 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, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) Except as expressly provided in Section 1.1(g) for losses, damages and claims arising out of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. All amounts due LANDLORD or LANDLORD’s agents, contractors and employees, TENANT shall indemnify defend and hold LANDLORD harmless from and against any and all costs, claims, 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 misrepresentation or breach of warrant by TENANT under this Section 9.07(a) shall be payable promptly upon written demand thereforLEASE. (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, each actual or threatened violations of any laws governing or regulating “HAZARDOUS MATERIALS” as defined in Section 12.20 below, within, upon, under, or adjacent to the PREMISES or the SHOPPING CENTER or other damages, fines, penalties, acts, costs, claims, or 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 of the parties to this Agreement agrees that no party to this Agreement shall assertemployees, agents, contractors and each invitees, as applicable of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee LANDLORD or such affiliate of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingLANDLORD.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of From and after the Registration Rights AgreementClosing, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing each party hereto (each such Person, of which is an “IndemniteeIndemnifying Party”) against, shall indemnify and to hold harmless the other party and its Affiliates (each Indemnitee harmless from, of which is an “Indemnified Party”) from and against any and all lossescharges, complaints, claims, actions, causes of action, losses, damages, liabilities and related expensesexpenses of any nature whatsoever (each, a “Claim”), including amounts paid in settlement, reasonable counsel attorneys’ fees, charges costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and out-of-pocket disbursementscosts of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by or asserted against any Indemnitee arising out of, the Indemnified Party in any way connected connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, no Optionee shall have any obligation under this Agreement, Article to indemnify any other Transaction Document or Indemnified Party against any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Losses to the extent that such lossesLosses arise by virtue of (A) either Grantors’ breach of this Option Agreement, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct or fraud or (B) the operation of such Indemnitee. All amounts due 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 Section 9.07(aArticle to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) shall be payable promptly upon written demand therefor.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) To the extent permitted by applicable Law, each 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 parties Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to this Agreement agrees any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the portion of such Tax period that no party to this Agreement shall assertends on and includes the Closing Date, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee (C) all Taxes of any party Person imposed on the Optionees as a transferee or successor, by contract or pursuant to this Agreementany 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 theory of liability, 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 special, indirect, consequential or punitive damages any Losses attributable to Taxes with respect to (as opposed to direct or actual damagesA) arising out of, in connection withany Tax period beginning after the Closing Date, or as (B) any portion of a result of, this Agreement, 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 other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of transfer Taxes related to the transactions contemplated by any this Option Agreement or the exercise of the foregoingPurchase Option, which shall be paid by Ashford Prime. (c) From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the 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 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) For the avoidance of doubt, Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. (ai) Except as expressly provided in Section 1.1(g) of the Registration Rights AgreementThe Company shall indemnify and hold harmless Roivant and its respective partners, AIG agrees to indemnify the USTshareholders, the FRBNYmembers, their respective Affiliates and the Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents, attorneys, accountants counsel and other professional advisers representatives and each of any the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents, counsel and other representatives of each of the foregoing (each such Personcollectively, an the “IndemniteeIndemnitees”) against, from and to hold each Indemnitee harmless from, against any and all lossesactions, causes of action, suits, claims, damagesliabilities, liabilities losses, damages and related expenses, including reasonable counsel fees, charges costs and out-of-pocket disbursements, expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or asserted against any Indemnitee of them on or after the Effective Date (collectively, the “Indemnified Liabilities”) as a result of, arising out of, of or in any way connected with or as a result of relating to (i) the execution or delivery of, the performance by the parties hereto Roivant’s status as a holder of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Equity Securities and (ii) any claim, litigation, investigation or proceeding relating to any the operations of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG Company or any of its Affiliates)Subsidiaries; provided that such indemnity the foregoing indemnification rights shall not, as not be available with respect to any such Indemnified Liabilities arising on account of an Indemnitee’s gross negligence or willful misconduct; provided, be available further, that, if and to the extent that such lossesthe foregoing undertaking may be unavailable or unenforceable for any reason, claims, damages, liabilities or related out-of-pocket expenses are determined by a court the Company shall make the maximum contribution to the payment and satisfaction of competent jurisdiction by final each of the Indemnified Liabilities which is permissible under applicable Law. (ii) Each Party shall indemnify and nonappealable judgment hold harmless the other Party and its Indemnitees for any breach of Section 4.05 hereof due to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforParty or its Representatives. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. 10.1.1. Licensee shall indemnify, defend and hold harmless Licensors and their current or former directors, governing board members, trustees, officers, faculties, medical and professional staffs, employees, students, and agents and their respective successors, heirs and assigns (acollectively, the “Indemnitees”) Except as expressly provided in Section 1.1(gfrom 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 other costs and expenses of litigation) (collectively, “Claims”), based upon, arising out of, or otherwise relating to the practice of the Registration Rights any right or license under this Agreement by or on behalf of Licensee, any of its Affiliates, or any of its Sublicensees, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold pursuant to any right or license granted under this Agreement, AIG agrees except to indemnify the UST, extent any such Claim is based on the FRBNY, their respective Affiliates gross negligence or willful misconduct of any Indemnitee. HHMI and the directorsits trustees, officers, employees, agentsand agents (collectively, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “IndemniteeHHMI Indemnitees”) againstwill be indemnified, defended by counsel acceptable to HHMI, and to hold each Indemnitee held harmless from, any by the Licensee from and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee Claim, based upon, arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, otherwise relating to this Agreement, including without limitation any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding cause of action relating to any of the foregoing, whether or product liability. The previous sentence will not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as apply to any Indemnitee, be available to the extent Claim that such losses, claims, damages, liabilities or related out-of-pocket expenses are is determined with finality by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily result solely from the gross negligence, bad faith negligence or willful misconduct of such an HHMI Indemnitee. All amounts due As a condition of indemnification under this Section 9.07(a10, (a) the Indemnitees shall be payable promptly upon provide Licensee with prompt written demand therefor. notice of any claim, suit or action for which indemnification is sought (provided that the failure of Indemnitees so to notify Licensee will relieve Licensee from liability for indemnification only to the extent Licensee is prejudiced by such delay); (b) To the extent permitted Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, and Licensee shall not be obligated to indemnify any Indemnitee in connection with any settlement for any Claim unless Licensee previously consents in writing to such settlement; and (c) the Indemnitees shall cooperate fully with Licensee in such defense, at Licensee’s expense, and will permit Licensee to conduct and control such defense and the disposition of any such claim, suit, or action for which Licensee acknowledges it is fully responsible; provided that Licensee shall not settle any such claim, suit or action by applicable Law, each admitting fault or liability on the part of the parties to this Agreement agrees Licensors, or that no party 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 assertbe 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 each 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 parties settled Claim. 10.1.2. Licensee shall, at its own expense, provide attorneys reasonably acceptable to this Agreement hereby waives, in advance, Harvard to defend against any claim actions brought or filed against any Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Licensee shall, at its own expense, provide attorneys reasonably acceptable to HHMI to defend against any party actions brought or filed against any HHMI Indemnitee hereunder with respect to this Agreementthe subject of indemnity contained herein, on any theory of liability, for special, indirect, consequential whether or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingnot such actions are rightfully brought.

Indemnity. A. To the fullest extent permitted by law (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreementincluding, AIG agrees without limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (with legal counsel reasonably acceptable to indemnify the USTCity), the FRBNYindemnify, their respective Affiliates and the directorshold harmless City and its officers, officerselected officials, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing volunteers (each such Person, an “Indemnitee”collectively "Indemnitees") against, from and to hold each Indemnitee harmless from, against any and all losses, claims, damagesloss, liabilities cost, damage, injury (including, without limitation, injury to or death of an employee of Design Professional or its subconsultants), expense and related expensesliability of every kind, including nature and description (including, without limitation, fines, penalties, reasonable counsel court costs and reasonable attorneys' fees, charges litigation expenses and out-of-pocket disbursementsfees of expert consultants or expert witnesses incurred in connection therewith, incurred by or asserted against any Indemnitee arising and costs of investigation), that arise out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underpertain to, or relate to the consummation negligence, recklessness, or willful misconduct of the transactions contemplated by, this AgreementDesign Professional, any other Transaction Document subconsultant, anyone directly or any agreement indirectly employed by them, or instrument contemplated hereby anyone that they control (collectively "Liabilities"). Such negligence, recklessness, or thereby or (ii) any claimwillful 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, litigation, investigation or proceeding relating to any of the foregoing, whether or not hold harmless and indemnify any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available not apply to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses Liabilities are determined caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith active negligence, or willful misconduct of such Indemnitee. All amounts due Notwithstanding any provision of this Agreement to the contrary, the extent of Design Professional's obligation to defend, indemnify, 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 9.07(a) 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 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 payable promptly upon written demand thereforfully 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 no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. (b) To D. Design Professional's compliance with the extent permitted by insurance requirements does not relieve Design Professional from the obligations described in this Section 11, which shall apply whether or not such insurance policies are applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any a claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. ‌ (a) Except The Accreditation Authority indemnifies (and must keep indemnified) the National Boards, AHPRA, and each of their officers, employees and agents (referred to in this clause as expressly provided 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any Claim against any of those indemnified in Section 1.1(g) relation to any act or omission of the Registration Rights AgreementAccreditation Authority, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, its officers, employees, agents, attorneys, accountants and other professional advisers of any contractors or agents in connection with its performance of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Accreditation Functions; (ii) any claimnegligent, litigation, investigation reckless or proceeding relating to any unlawful act or omission of the foregoingAccreditation Authority, whether its officers, employees, contractors or not agents in connection with its performance of the Accreditation Functions; and (iii) any Indemnitee is a party thereto (and regardless breach of whether such matter is initiated by a third party or by AIG clause 13 or any of its Affiliates); provided that such indemnity shall notrepresentation or warranty given by the Accreditation Authority under this Agreement, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court Loss attaches to AHPRA under section 236(2) of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforNational 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, each reckless or unlawful act or omission on the part of those indemnified directly caused the parties relevant Loss. (c) The right of those indemnified to be indemnified under this Agreement agrees that no party to this Agreement shall assertclause 11.1 is in addition to, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out not exclusive of, in connection with, or as a result of, this Agreement, any other Transaction Documentright, any agreement power, or instrument contemplated hereby 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 AHPRA's personnel. (e) Nothing in this Agreement is intended to limit or thereby otherwise contract out of Proportionate Liability Legislation or any liability that attaches to AHPRA under section 236(2) of the transactions contemplated by any of the foregoingNational Law.

Indemnity. (a) Except as expressly provided in Section 1.1(gBorrower shall hold harmless, defend and indemnify (i) Lender, (ii) any prior owner or holder of the Registration Rights AgreementNote, AIG agrees to indemnify (iii) any Person who is or will have been involved in the USTservicing of the Note, (iv) the FRBNYofficers, their respective Affiliates and the directors, officers, employeespartners, agents, attorneysshareholders, accountants employees and other professional advisers trustees of any of the foregoing, and (v) the heirs, legal representatives, successors and assigns of each of the foregoing (each such Persontogether, an “Indemnitee”the "Indemnitees") against, from and to hold each Indemnitee harmless from, any and against all lossesproceedings, claims, damages, liabilities and related losses, expenses, penalties and costs (whether initiated or sought by any Governmental Authority or private parties), including reasonable counsel fees and out of pocket expenses of attorneys and expert witnesses, investigatory fees, charges and out-of-pocket disbursementsremediation costs, whether incurred by in connection with any judicial or asserted against administrative process or otherwise, arising directly or indirectly from any Indemnitee arising out of, in any way connected with or as a result of the following: (i) the execution Any breach of any representation or delivery of, the performance by the parties hereto warranty of their respective obligations under, or the consummation of the transactions contemplated by, Borrower in this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Article VI; (ii) any claim, litigation, investigation or proceeding relating Any failure by Borrower to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or perform any of its Affiliates); provided obligations under this Article VI; (iii) The existence or alleged existence of any Prohibited Activity and Condition; (iv) The presence or alleged presence of Hazardous Materials in, on, around or under the Land, the Improvements or any property of Borrower that such indemnity shall not, as to any Indemnitee, be available is adjacent to the extent that such lossesLand, claims, damages, liabilities subject to Section 6.2 above; or (v) The actual or related out-of-pocket expenses are determined by a court alleged violation of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforany Hazardous Materials Law. (b) To Counsel selected by Borrower to defend Indemnitees shall be subject to the extent permitted approval of those Indemnitees. Notwithstanding anything contained herein, any Indemnitee may elect to defend any claim or legal or administrative proceeding at Borrower's expense if such Indemnitee has reason to believe that its interests are not being adequately represented or diverge from other interests being represented by applicable Lawsuch counsel. Nothing contained herein shall prevent an Indemnitee from employing separate counsel in any such action at any time and participating in the defense thereof at its own expense. (c) Borrower shall not, each without the prior written consent of the those Indemnitees who are named as parties to this Agreement agrees that no party to this Agreement shall assert, and each of a claim or legal or administrative proceeding (a "Claim") settle or compromise the parties to this Agreement hereby waives, Claim if the settlement (i) results in advance, any claim against any Indemnitee the entry of any party judgment that does not include as an unconditional term the delivery by the claimant or plaintiff to this AgreementLender of a written release of those Indemnitees, on satisfactory in form and substance to Lender; or (ii) may materially and adversely affect any theory Indemnitee, as determined by such Indemnitee in its sole discretion. (d) The liability of liability, for special, indirect, consequential Borrower to indemnify the Indemnitees shall not be limited or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated impaired by any of the foregoingfollowing, or by any failure of Borrower or any guarantor to receive notice of or consideration for any of the following: (i) Any amendment or modification of any Loan Document; (ii) Any extensions of time for performance required by any of the Loan Documents; (iii) The accuracy or inaccuracy of any representations and warranties made by Borrower under this Agreement or any other Loan Document; (iv) The release of Borrower or any other person, by Lender or by operation of law, from performance of any obligation under any of the Loan Documents; (v) The release or substitution in whole or in part of any security for the Loan Obligations; or (vi) Lender's failure to properly perfect any lien or security interest given as security for the Loan Obligations. (e) Borrower shall, at its own cost and expense, do all of the following: (i) Pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Article VI; (ii) Reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Article VI; and (iii) Reimburse Indemnitees for any and all expenses, including fees and costs of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Article VI, or in monitoring and participating in any legal or administrative proceeding. (f) In any circumstances in which the indemnity under this Article VI applies, Lender may employ its own legal counsel and consultants to prosecute, defend or negotiate any claim or legal or administrative proceeding and Lender, with the prior written consent of Borrower (which shall not be unreasonably withheld, delayed or conditioned) may settle or compromise any action or legal or administrative proceeding. Borrower shall reimburse Lender upon demand for all costs and expenses incurred by Lender, including all costs of settlements entered into in good faith, and the fees and out of pocket expenses of such attorneys and consultants. (g) The provisions of this Article VI shall be in addition to any and all other obligations and liabilities that Borrower may have under the applicable law or under the other Loan Documents, and each Indemnitee shall be entitled to indemnification under this Article VI without regard to whether Lender or that Indemnitee has exercised any rights against the Land and/or the Improvements or any other security, pursued any rights against any guarantor, or pursued any other rights available under the Loan Documents or applicable law. If Borrower consists of more than one person or entity, the obligation of those persons or entities to indemnify the Indemnitees under this Article VI shall be joint and several. The obligations of Borrower to indemnify the Indemnitees under this Article VI shall survive any repayment or discharge of the Loan Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Mortgage. Notwithstanding anything in this Article VI to the contrary, the liability of Borrower hereunder shall not extend to any Prohibited Activity and Condition arising solely after the date the Lender, or its duly authorized agents, take possession of the Land and the Improvements pursuant to a receivership action, foreclosure or deed-in-lieu of foreclosure.

Indemnity. (i) To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from third party Claims to the extent arising out of or in connection with the following (including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws): (a) Except as expressly provided in Section 1.1(gthe making of Alterations, or (b) injury to or death of the Registration Rights Agreement, AIG agrees persons or damage to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless property occurring or resulting directly or indirectly from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of : (i) the execution use or delivery occupancy of, the performance by the parties hereto of their respective obligations under, or the consummation conduct of business in, the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Premises; (ii) any claim, litigation, investigation or proceeding relating damage to any the Building Systems of the foregoingProject caused by Tenant; (iii) the use, whether generation, storage, handling, release, transport, or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated disposal by a third party or by AIG Tenant or any other Tenant Parties of its Affiliates)any Hazardous Materials in or about the Premises or any other portion of the Project; provided that such indemnity (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, as to not apply in favor of any Indemnitee, be available particular Indemnitee to the extent that a Claim was proximately caused by the willful misconduct or gross negligence of such lossesIndemnitee. In that event, claimshowever, damagesthe indemnification under this Section 16.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, liabilities Landlord shall indemnify, defend, protect and hold Tenant harmless of and from third party Claims to the extent arising out of or related out-of-pocket expenses are determined in connection with any occurrence, accident or injury within the Common Areas caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such IndemniteeLandlord, including, but not limited to, Claims brought by or on behalf of employees of Landlord, with respect to which Landlord waives, for the benefit of Tenant, any immunity to which Landlord may be entitled under any worker’s compensation laws. All amounts due under this Section 9.07(a) The foregoing indemnification shall be payable promptly upon written demand therefor. (b) To not apply in favor of Tenant to the extent permitted that a Claim was proximately caused by applicable Law, each the willful misconduct or gross negligence of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby Tenant or any of the transactions contemplated by any of the foregoingTenant Party.

Indemnity. (a) Except as expressly provided in Section 1.1(g) To the extent permitted by the Constitution and laws of the Registration Rights AgreementState of Texas, AIG TIPS agrees to indemnify and hold harmless and defend the USTVendor, its member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, negligent or intentional acts on the FRBNYpart of TIPS, their respective Affiliates and the directors, its officers, employees, agents, attorneyssubcontractors, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underlicensees, or the consummation of the transactions contemplated byinvitees, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaims are based in whole or in part upon the negligent or intentional acts or omissions of the Vendor or its member(s), claimsofficers, damagesemployees, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemniteeagents. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Lawthe Constitution and laws of State of Texas, each TIPS further agrees to indemnify and hold harmless and defend the Vendor, its member(s), officers and employees, from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or equipment lessee of the parties to this Agreement agrees that no party to this Agreement shall assertTIPS, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) 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, its member(s), officers, employees, or as a result of, 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 other Transaction Document, any agreement or instrument contemplated hereby or thereby or any and all claims arising out of the transactions contemplated by any performance or nonperformance of the foregoingVendor’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 above will be considered for an award. Categories are established at the discretion of TIPS. By signature hereon, the bidder hereby certifies that heƒshe is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

Indemnity. (a) Except 2.1 Save as expressly provided in Section 1.1(gclause 3, 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 Registration Rights Agreementassets of the Company against all claims, AIG agrees 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 indemnify the USTor arise from, directly or indirectly, the FRBNYactual 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, their respective Affiliates 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 for the directorspurpose of this clause 2 alleged claims, officersdemands, employeesinvestigations or proceedings shall include any allegations made formally or informally by reports in the press, agentspublic statement or other media) and any Liability reasonably incurred or suffered in relation to any reasonable settlement in respect of any actual, attorneysthreatened or alleged claims, accountants 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 professional advisers of any of expenses (the foregoing (each such Person, an “IndemniteeCosts”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, the Director in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) defending any claim, litigationaction or proceedings (whether civil, investigation criminal or proceeding relating to any regulatory) in connection with the actual or purported execution and/or discharge of the foregoingduties 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 not criminal) brought by the Company or any Indemnitee is a party thereto Associated Companies provided that the Director shall repay any amount so paid or advanced (and regardless of whether such matter is initiated by a third party or by AIG or discharge any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each liability of the parties Company incurred under any transaction in connection with the matters referred to this Agreement agrees above) in the event that no party the Director is convicted or judgment is given against him in the proceedings or the court refuses to this Agreement shall assertgrant the Director relief on the application on the date on which the conviction, and each judgment or refusal of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages relief (as opposed to direct or actual damagesapplicable) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingbecomes final.

Indemnity. (ai) Except as expressly provided in Section 1.1(g) of The Borrower shall indemnify and hold harmless the Registration Rights Agreement, AIG agrees to indemnify the USTAdministrative Agent, the FRBNY, Lenders and their respective Affiliates Affiliates, and the their respective partners, directors, officers, employees, agents, attorneys, accountants agents and other professional advisers of any of advisors (collectively the foregoing (each such Person, an “IndemniteeIndemnitees”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable counsel fees, charges and out-of-pocket disbursementsdisbursements of any counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), incurred by any Indemnitee or 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 any way connected with connection with, or as a result of (iA) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (B) any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (iiC) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)thereto; provided that such indemnity shall not, not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the fullest extent permitted by applicable Applicable Law, each of the parties to this Agreement agrees that no party to this Agreement Borrower shall not assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby thereby, any Loan or equity contribution or the use of the proceeds 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 of its obligations under any Transaction Document, (B) the transactions contemplated by failure of any of the foregoingrepresentations or warranties of the Collateral Manager 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 (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 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 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 (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 the extent any 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 Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(iii) 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 Equityholder 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 Equityholder (which consent shall not be unreasonably withheld or delayed).

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 9.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Company agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Affected Party and each Agent, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers of any of the foregoing agents (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by or asserted against Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct misconduct, as determined by a court of such competent jurisdiction in a final non-appealable order of that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Company shall not assert, and each of the parties to this Agreement Company hereby waives, in advance, any claim against any Indemnitee of any party to this Agreementaffected 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Revolving Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of From and after the Registration Rights AgreementClosing, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing each party hereto (each such Person, of which is an “IndemniteeIndemnifying Party”) against, shall indemnify and to hold harmless the other party and its Affiliates (each Indemnitee harmless from, of which is an “Indemnified Party”) from and against any and all lossescharges, complaints, claims, actions, causes of action, losses, damages, liabilities and related expensesexpenses of any nature whatsoever (each, a “Claim”), including amounts paid in settlement, reasonable counsel attorneys’ fees, charges costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and out-of-pocket disbursementscosts of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by or asserted against any Indemnitee arising out of, the Indemnified Party in any way connected connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, no Optionee shall have any obligation under this Agreement, Article to indemnify any other Transaction Document or Indemnified Party against any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Losses to the extent that such lossesLosses arise by virtue of (A) either Grantors’ breach of this Option Agreement, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct or fraud or (B) the operation of such Indemnitee. All amounts due 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 Section 9.07(aArticle to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) shall be payable promptly upon written demand therefor.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) To the extent permitted by applicable Law, each 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 parties Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to this Agreement agrees any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the portion of such Tax period that no party to this Agreement shall assertends on and includes the Closing Date, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee (C) all Taxes of any party Person imposed on the Optionees as a transferee or successor, by contract or pursuant to this Agreementany 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 theory of liability, 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 special, indirect, consequential or punitive damages any Losses attributable to Taxes with respect to (as opposed to direct or actual damagesA) arising out of, in connection withany Tax period beginning after the Closing Date, or as (B) any portion of a result of, this Agreement, 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 other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of transfer Taxes related to the transactions contemplated by any this Option Agreement or the exercise of the foregoingPurchase Option, which shall be paid by Ashford Prime. (c) From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the 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 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) For the avoidance of doubt, Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. (a) Except as expressly provided The Contractor shall indemnify, defend and hold harmless the State and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) Claims arising, directly or indirectly, in Section 1.1(gconnection with the Agreement, including the acts of commission or omission (collectively, the "Acts") of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates Contractor; and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”2) against, and to hold each Indemnitee harmless from, any and all losses, claimsliabilities, damages, liabilities losses, costs and related expenses, including reasonable counsel but not limited to, attorneys' and other professionals' fees, charges and out-of-pocket disbursementsarising, incurred by directly or asserted against any Indemnitee arising out ofindirectly, in any way connected connection with or as a result of (i) the execution or delivery ofClaims, the performance by the parties hereto of their respective obligations under, Acts or the consummation Agreement. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the transactions contemplated by, this AgreementBid or any Records, any intellectual property rights, other Transaction Document proprietary rights of any person or any agreement entity, copyrighted or instrument contemplated hereby uncopyrighted compositions, secret processes, patented or thereby unpatented inventions, articles or (ii) any claim, litigation, investigation appliances furnished or proceeding relating to any used in the Performance of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforAgreement. (b) To The Contractor shall reimburse the extent permitted by applicable Law, each State for any and all damages to the real or personal property of the parties State caused by the 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, without being lessened or compromised in any way, even where the Contractor is alleged or is found to this Agreement agrees that no party have merely contributed in part to this Agreement 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 each during the time that any provisions survive the term of the parties Agreement, sufficient general liability insurance to satisfy its obligations under this Agreement hereby waivesAgreement. 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, in advanceCancellation or Expiration of the Agreement, any claim against any Indemnitee and shall not be limited by reason of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoinginsurance coverage.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of The Company and the Registration Rights Agreementother Grantors jointly and severally agree to defend, AIG agrees to indemnify indemnify, pay and hold harmless the USTCollateral Trustee, the FRBNY, First-Out Representative and their respective Affiliates and each and all of the directors, officers, employeespartners, trustees, employees and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)Indemnified Liabilities; provided that such indemnity shall not, as no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. Indemnitee (or its Related Parties). (b) All amounts due under this Section 9.07(a) shall 7.10 will be payable promptly within 30 days upon written demand therefor(including reasonable supporting documentation). (bc) To the extent permitted by applicable Lawthat the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the parties Company and the other Grantors will contribute the maximum portion that it is permitted to this Agreement agrees that no party pay and satisfy under applicable law to this Agreement shall assert, the payment and each satisfaction of the parties to this Agreement hereby waives, in advance, all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee, and no Indemnitee of will ever assert any party to this Agreementclaim 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Priority Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or relating in any respect to any Indemnified Liability, and each of the transactions contemplated by Grantors and each Indemnitee hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.10 will survive repayment of all other Priority Lien Obligations and the removal or resignation of the foregoingCollateral Trustee and termination of this Agreement.

Indemnity. (a) Except as expressly provided in Section 1.1(g) Each Grantor agrees to indemnify, pay and hold harmless the Beneficiary and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates other Secured Parties and the officers, directors, officers, employees, agents, attorneys, accountants agents and other professional advisers of any Affiliates of the foregoing Collateral Agent and each of the other Secured Parties (each such Personcollectively, an the “IndemniteeIndemnitees”) against, from and to hold each Indemnitee harmless from, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts (including, liabilities and related expenseswithout limitation, including reasonable counsel feessettlement costs), charges and out-of-pocket disbursementsexpenses or disbursements of any kind or nature whatsoever (including, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery ofwithout limitation, the performance by the parties hereto reasonable fees and disbursements of their respective obligations undercounsel for such Indemnitees in connection with any investigative, administrative or the consummation of the transactions contemplated byjudicial proceeding, this Agreement, any other Transaction Document commenced or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoingthreatened, whether or not any such Indemnitee is shall be designated a party thereto thereto) which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Financing Documents or any other document evidencing the Obligations (and regardless of whether such matter is initiated including, without limitation, any misrepresentation by any Grantor in this Agreement, the U.S. Intercreditor Agreement, the Notes, other U.S. Security Document or any other document evidencing the Obligations) (the “Indemnified Liabilities”); provided, however, that no Grantor shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities if it has been determined by a third party or by AIG or any final decision (after all appeals and the expiration of its Affiliates); provided that such indemnity shall not, as time to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by appeal) of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily that such Indemnified Liabilities arose from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Lawthat the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby Indemnitees or any of the transactions contemplated by any of the foregoingthem.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of the Registration Rights Agreement10.2, AIG each Credit Party agrees to indemnify the USTindemnify, the FRBNYpay and hold harmless, each Agent, each Issuing Bank, each Lender and each of their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing Related Persons (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against Indemnified Liabilities; provided that no Credit Party will have any obligation to any Indemnitee arising out of, in hereunder with respect to any way connected with or as a result of Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from (A) the execution bad faith, gross negligence or delivery of, the performance by the parties hereto willful misconduct of their respective obligations under, that Indemnitee or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, Related Persons as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction in a final non-appealable order or (B) any material breach of the obligations of that Indemnitee 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 nonappealable (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 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. The Credit Parties agree, jointly and severally, that, without the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed, the Credit Parties will not enter into any settlement of a claim in respect of which indemnification could have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due been sought by an Indemnitee under this Section 9.07(a10.3(a) shall be payable promptly upon written demand thereforunless such settlement includes an explicit and unconditional release from the party bringing such claim of all Indemnitees which could have sought indemnification with respect to such claim under this Section 10.3(a). This Section 10.3 will 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, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG Assignor hereby agrees to indemnify the USTand hold Assignee harmless from and against all claims, the FRBNYdemands, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities expenses and related expensescosts including, including but not limited to, reasonable counsel feesattorneys’ fees and expenses actually incurred, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out ofof or in connection with Assignor’s failure, in any way connected with prior to 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 as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underdischarged on, or the consummation of the transactions contemplated byrelating to, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available accruing with respect to the extent that such period prior to the date of this Assignment. Assignee hereby agrees to indemnify and hold Assignor harmless from and against all claims, demands, losses, claims, damages, liabilities expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or related out-of-pocket expenses are determined by a court in connection with Assignee’s failure, from and after the date of competent jurisdiction by final this Assignment, to observe, perform and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, discharge each and every one of the parties 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 Agreement Assignment, including, without limitation, all such covenants, obligations and liabilities under Revised Article 35. In addition, Assignee hereby agrees that no party to this Agreement its indemnity of Landlord under Section 35.11.1 of Revised Article 35 shall assertalso run in favor of Assignor, substituting “Assignee” for “Tenant” and each “Assignor” for “Landlord,” where applicable, including in the definitions of the parties to this Agreement hereby waives, capitalized terms used in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingsaid Section 35A 1.1.

Indemnity. ‌ (a) Except The Accreditation Authority indemnifies (and must keep indemnified) the National Boards, AHPRA, and each of their officers, employees and agents (referred to in this clause as expressly provided 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) any Claim against any of those indemnified in Section 1.1(g) relation to any act or omission of the Registration Rights AgreementAccreditation Authority, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, its officers, employees, agents, attorneys, accountants and other professional advisers of any contractors or agents in connection with its performance of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Accreditation Functions; (ii) any claimnegligent, litigation, investigation reckless or proceeding relating to any unlawful act or omission of the foregoingAccreditation Authority, whether its officers, employees, contractors or not agents in connection with its performance of the Accreditation Functions; and (iii) any Indemnitee is a party thereto (and regardless breach of whether such matter is initiated by a third party or by AIG clause 13 or any of its Affiliates); provided that such indemnity shall notrepresentation or warranty given by the Accreditation Authority under this Agreement, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court Loss attaches to AHPRA under section 236(2) of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforNational 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, each reckless or unlawful act or omission on the part of those indemnified directly caused the parties relevant Loss. (c) The right of those indemnified to be indemnified under this Agreement agrees that no party to this Agreement shall assertclause 11.1 is in addition to, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out not exclusive of, in connection with, or as a result of, this Agreement, any other Transaction Documentright, any agreement power, or instrument contemplated hereby remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (▇) ▇▇▇▇▇ holds the benefit of this indemnity on trust for the benefit of the National Boards and ▇▇▇▇▇'s personnel. (e) Nothing in this Agreement is intended to limit or thereby otherwise contract out of Proportionate Liability Legislation or any liability that attaches to AHPRA under section 236(2) of the transactions contemplated by any of the foregoingNational Law.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights AgreementThe Borrower, AIG agrees jointly and severally agree, to pay, indemnify the USTand hold harmless each Lender, the FRBNYeach Agent, each Arranger, each Bookrunner and each Issuing Bank and their respective Affiliates and Related Parties (without duplication) (the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “IndemniteeProtected Persons”) against, from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, damages and liabilities of any kind or nature whatsoever (and related expenses, including the reasonable counsel fees, charges and documented out-of-pocket disbursementsfees, incurred expenses, disbursements and other charges of one firm of counsel for all Protected Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Protected Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or asserted against defending any Indemnitee of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Protected Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Protected Person arising out ofof or relating to any action, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or other proceeding relating to any (regardless of the foregoing, whether or not any Indemnitee such Protected Person is a party thereto (and regardless of or whether or not such matter is initiated action, claim, litigation or proceeding was brought by a third party or by AIG or the Borrower, any of its AffiliatesSubsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that such indemnity the Borrower shall not, as have no obligation hereunder to any Indemnitee, be available Protected Person with respect to Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily arising from (i) the gross negligence, bad faith or willful misconduct of such IndemniteeProtected Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Protected Person or any of its Related Parties under the terms of this Agreement by such Protected Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Protected Persons that does not involve an act or omission by the Borrower or any of its Subsidiaries; provided, further, that the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. All amounts due under The agreements in this Section 9.07(a) 10.3 shall be survive repayment of the Loans and all other amounts payable promptly upon written demand thereforhereunder. This Section 10.3 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) To the extent permitted by applicable LawNo Credit Party or any Protected Person shall have any liability for any special, each of the parties to punitive, indirect or consequential damages resulting from this Agreement agrees or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that no party the foregoing shall not limit the Borrower’s indemnification obligations to the Protected Persons pursuant to Section 10.3(a) in respect of damages Incurred or paid by an Protected Person to a third party. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement shall assert, and each of or the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential other Credit Documents or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument the transactions contemplated hereby or thereby thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Protected Person or any of the transactions contemplated its Related Parties as determined by any a final and non-appealable judgment of the foregoinga court of competent jurisdiction.

Indemnity. To the extent not expressly prohibited by law, Tenant (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG agrees to indemnify the USTreferred herein, the FRBNY“Indemnitor”) agree to indemnify, their respective Affiliates defend, and the directorshold harmless Landlord and its agents, partners, shareholders, members, officers, employeesdirectors, agentsbeneficiaries and employees (collectively hereinafter referred to as the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable actual attorneys’ fees and expenses, accountants 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 other professional advisers from the negligent act or omission of Indemnitor elsewhere on and about the Project, EVEN IF SUCH LOSS, INJURY OR DAMAGE RESULTS FROM THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF LANDLORD OR LANDLORD’S INDEMNITEES. Such third parties shall not be deemed third-party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the foregoing (each 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 Personaction, an “Indemnitee”) againstsuit 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 each Indemnitee harmless from, Tenant from and against any and all losses, damages, judgments, claims, damages, liabilities and related expenses, including reasonable counsel feescosts and liabilities based in whole or in part on the negligence or willful misconduct of Landlord or any of Landlord’s agents, charges partners, shareholders, members, officers, directors, beneficiaries and out-of-pocket disbursements, incurred by or asserted against any Indemnitee employees arising out of, in any way connected with of or as a result of relating to (i) the execution use or delivery of, the performance by the parties hereto of their respective obligations underoccupancy, or the consummation manner of use or occupancy, of any of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or Common Areas and (ii) any claim, litigation, investigation or proceeding relating to any act of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG Landlord or any of its Affiliates); provided that such indemnity shall notLandlord’s agents, as to any Indemniteepartners, be available to shareholders, members, officers, directors, beneficiaries and employees in the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforPremises. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 9.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Company agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Affected Party and each Agent, their respective Affiliates and the their respective officers, partners, directors, officersmanagers, employeestrustees, agents, attorneys, accountants employees and other professional advisers of any of the foregoing agents (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, 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 otherwise payable by Company in respect of Taxes that are not an Indemnified Tax other than Taxes that represent losses, claims, damages, liabilities and related expensesetc. arising from any non-Tax claim; provided, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against Company shall not have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct 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. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties except with respect to this Agreement agrees that any third party claims, no party to this Agreement hereto shall assert, and each of the all parties to this Agreement hereto hereby waives, in advancewaive, any claim against any Indemnitee of any party to this Agreementother 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, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Revolving Loan or the use of the foregoingproceeds 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) Except as expressly provided in Section 1.1(g) The Grantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Agent and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, its Affiliates and each of their respective Affiliates and the directors, officers, members, partners, trustees, employees, attorneys and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any no Indemnitee arising out of, in any way connected will be entitled to indemnification hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. . (b) All amounts due under this Section 9.07(a) shall 7.12 will be payable promptly upon written demand therefordemand. (bc) To the extent permitted by applicable Lawthat the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the parties Grantors will contribute the maximum portion that it is permitted to this Agreement agrees that no party pay and satisfy under applicable law to this Agreement shall assert, the payment and each satisfaction of the parties to this Agreement hereby waives, in advance, all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Security Document or any agreement or instrument or transaction contemplated hereby or thereby or relating in any respect to any Indemnified Liability, and each of the transactions contemplated by Grantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the foregoingCollateral Agent.

Indemnity. The Borrower shall (ai) Except as expressly provided pay all reasonable out-of-pocket expenses incurred by the Bank, including the reasonable fees, charges and disbursements of any one counsel for the Bank, in Section 1.1(gconnection with the enforcement or protection of its rights in connection with this Agreement and (ii) of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates Bank and its affiliates and the respective directors, officers, employees, agents, attorneys, accountants agents and other professional advisers of any advisors of the foregoing Bank and such Person’s affiliates (each such Person, Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel the fees, charges and out-of-pocket disbursementsdisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with connection with, or as a result of (i) the execution or delivery of, of this Agreement or the performance by the parties hereto of their respective obligations underhereunder, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section 9.07(a) It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall be payable promptly upon written demand therefor. (b) endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent permitted reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by applicable Law, each the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the parties Borrower (not to this Agreement agrees that no party be unreasonably withheld or delayed) and the relevant Indemnitee (not to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential be unreasonably withheld or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingdelayed).

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, their respective Affiliates pay and hold harmless, each Agent and each Lender and the officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants agents and other professional advisers Affiliates of any of the foregoing each Agent and each Lender (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the breach of contract, gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) shall 10.3 may be payable promptly upon written demand thereforunenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall, subject to the proviso in the preceding sentence, contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, 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, or arising out of, as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of The Company and the Registration Rights AgreementGuarantors jointly and severally agree to defend, AIG agrees to indemnify indemnify, pay and hold harmless the UST, the FRBNY, their respective Collateral Trustee and its Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any no Indemnitee arising out of, in any way connected will be entitled to indemnification hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. . (b) All amounts due under this Section 9.07(a) shall 7.11 will be payable promptly upon written demand therefordemand. (bc) To the extent permitted by applicable Lawthat the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the parties Company and the Guarantors will contribute the maximum portion that it is permitted to this Agreement agrees that no party pay and satisfy under applicable law to this Agreement shall assert, the payment and each satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) Neither the parties to this Agreement hereby waives, in advance, Company nor any Guarantor will ever assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or relating in any respect to any Indemnified Liability, and the Company and each of the transactions contemplated by Guarantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.11 will survive repayment of all other Secured Obligations and the removal or resignation of the foregoingCollateral Trustee.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify defend (subject to the USTapplicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless, each Agent (and each sub-agent thereof), the FRBNYArranger, each Lender and each Issuing Bank and each of their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing Related Parties (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expensesOR ARE CAUSED, including reasonable counsel feesIN WHOLE OR IN PART, charges and out-of-pocket disbursements, incurred by or asserted against BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee arising out of, in hereunder with respect to any way connected with or as a result of Indemnified Liabilities to the extent such Indemnified Liabilities (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated have been found by a third party or by AIG or any final, non-appealable judgment of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (A) the gross negligence, bad faith or willful misconduct of such IndemniteeIndemnitee 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 such, and (B) claims arising out of any act or omission on the part of any 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 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All amounts due under this Section 9.07(a) 10.3 shall be payable promptly upon 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 Lawlaw, each of the parties to this Agreement agrees that (i) no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee Agent, the Arranger, any Lender, any Issuing Bank or any Related Party of any party to this Agreementof the foregoing, and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Credit Party or any Related Party of any Credit Party, in 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, or as a result of, or in any way related to this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee and each Credit Party 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; 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) Except as expressly provided in Section 1.1(gThe Trust, on behalf of each Fund, agrees to indemnify, defend and hold harmless the Administrator and its affiliates (including their respective officers, directors and employees) 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 blue sky laws) arising directly or indirectly from any action or omission to act taken or omitted by or on behalf of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of Administrator (i) in connection with the execution or delivery of, the performance by the parties hereto provision of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby services hereunder; or (ii) any claim, litigation, investigation at the request or proceeding relating to any on the direction of or in reasonable reliance on the advice of the foregoingTrust on behalf of the applicable Fund; provided, whether or that in each case in which indemnification is sought the Administrator has not any Indemnitee is a party thereto (acted contrary to the standard of care set forth in Section 10 of this Agreement and regardless of whether such matter is initiated by a third party or by AIG provided, further, that the Administrator or any of its Affiliates); provided that affiliates shall not be indemnified against any liability (or any expenses incident to such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liability) arising out of its (or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligenceits affiliates’) own willful misfeasance, bad faith faith, negligence or willful misconduct breach of such Indemnitee. All amounts due this Agreement on its part in the performance of its duties under this Section 9.07(a) shall be payable promptly upon written demand thereforAgreement. (b) To The Administrator agrees to indemnify, defend and hold harmless the extent permitted by applicable LawTrust, each Fund and their respective affiliates, including the Trust’s officers, directors and employees, 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 blue sky laws) arising directly or indirectly out of the parties to Administrator’s willful misfeasance, bad faith, negligence or breach of this Agreement agrees that no party to this Agreement shall assert, and each on its part in the performance of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to its duties under this Agreement, on any theory . (c) The provisions of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Section 9 shall survive termination of this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) Except as expressly provided in Section 1.1(g) (to the extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of the Registration Rights AgreementParent Borrower to do so as and to the extent provided herein), AIG agrees ratably according to indemnify the UST, the FRBNY, their respective Affiliates Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 3.10, from and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including reasonable counsel feesactions, charges and out-of-pocket disbursementsjudgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Issuing Lenders (or any Indemnitee arising out of, Affiliate thereof) in any way connected with relating to or as a result arising out of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether other Loan Documents or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument transactions contemplated hereby or thereby or any of the transactions contemplated action taken or omitted by any Issuing Lender (or any Affiliate thereof) under or in connection with any of the 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 Affiliate thereof). The obligations to indemnify each Issuing Lender (or any Affiliate thereof) shall be ratable among the applicable L/C Participants in accordance with their Revolving Commitment Percentages. The agreements in this Section 3.10 shall survive the termination of the Revolving Commitments.

Indemnity. (a) Except In addition to such indemnities as expressly may be provided for in Section 1.1(g) of the Registration Rights AgreementSub-Lease, AIG Subtenant agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directorshold Sublandlord and its affiliates, officers, agents, servants, employees and independent contractors (individually a “Sublandlord Party” and collectively, “Sublandlord Parties”) harmless against all loss, damage, liability, or expense suffered or claimed against any Sublandlord Party, by any person or entity (i) caused by or otherwise arising from, in whole or in part, any breach or default by Subtenant of any covenant or obligation it has hereunder (including but not limited to all covenants or obligations of the tenant under the Sub-Lease assumed by Subtenant pursuant to the terms of this Sub-Sub-Lease), or (ii) caused by or in connection with anything owned or controlled by Subtenant, or (iii) resulting from any act, failure to act, or negligence of Subtenant or its employees, agents or invitees, or (iv) resulting from any nuisance suffered on the Subdemised Premises, except for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, Landlord or their respective employees, agents, attorneysrepresentatives, accountants successors or assigns. Subtenant further agrees to indemnify Sublandlord and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee Sublandlord harmless from, any and from all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underexpenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the consummation acts or omissions of Subtenant which are or are alleged to be defaults of Sublandlord under the transactions contemplated by, this Agreement, Sub-Lease or are the subject matter of any other Transaction Document indemnity or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any hold harmless of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall notSublandlord, as tenant, to any Indemnitee, be available Master Landlord under the Sub-Lease. The obligations of Subtenant to indemnify Sublandlord and/or the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from Sublandlord Parties and/or hold the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under Sublandlord and/or the Sublandlord Parties harmless in this Section 9.07(a) 12 and elsewhere herein shall be payable promptly upon written demand thereforsurvive the expiration or other termination of this Sub-Sub-Lease. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (aLandlord or Tenant, as applicable, is referred to in this Article 40 as “Indemnitor”) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG agrees with respect to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, party’s obligations under Sections 40.1 and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) 40.2 below. 40.1 Except for the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of Landlord or Landlord’s employees, officers, principals, contractors, property managers, and agents (collectively, “Landlord’s Indemnitees”), and to the extent not otherwise prohibited by law, 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 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, 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 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, officers, principals, contractors, and agents (collectively, “Tenant Indemnitees,” and together with Landlord Indemnitees, “Indemnitees”), and to the extent not otherwise prohibited by law, Landlord agrees to hold Tenant and the Tenant 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 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. All amounts due 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 9.07(a40.3). Notwithstanding the foregoing, an Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Indemnitor’s liability insurance carried under Articles 14 or 15 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, 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 be payable promptly upon written demand therefor. involve no obligation on the part of the Indemnitee other than the payment of 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, each of (c) such settlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other parties to this Agreement agrees that no party to this Agreement shall assertsuch claim, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential suit or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingproceeding.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG Contractor shall and hereby agrees to hold harmless, defend (with counsel acceptable to HTFC) and indemnify the USTHTFC and each and all of its successors, the FRBNYaffiliates, or assigns, and any of any of their respective Affiliates and the directorsemployees, officers, employeesdirectors, attorneys, consultants, agents, managers, and affiliates, from and against any and all damages, costs, attorneys’ fees, accountants claims, expenses, injuries, property damage, causes of action, violations of law, violations of this Agreement, and losses of any form or nature arising from the acts, error or omission of Contractor or its subcontractor or supplier of any level or tier in performance of this Agreement, the Services or Scope of Services, or any Task Order(s). This indemnity shall expressly include, but is not limited to, the obligation of Contractor to indemnify and reimburse HTFC for any and all attorneys’ fees and other professional advisers litigation or dispute resolution costs incurred or to be incurred in HTFC’s enforcement of this Agreement or any portion thereof against Contractor or otherwise arising in connection with this Agreement. HTFC agrees that, except as set forth herein, the liability of Contractor to HTFC, as it pertains to this Agreement, shall not exceed three times (3x) the maximum value of this Contract plus the maximum value of any other contracts or agreements between HTFC and Contractor, as any of the foregoing (each such Personmay be amended, an “Indemnitee”) againstmodified, and superseded, or replaced; however, the foregoing limit of liability shall not apply in any manner to hold each Indemnitee harmless fromany amounts, any and all lossesliability, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimscosts, damages, liabilities expenses or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or incurred as a result of, this Agreementarising from, or relating to actual or alleged: i. criminal conduct, acts or omissions of Contractor, its subcontractors or any other Transaction Document, any agreement persons or instrument contemplated hereby entities either directly or thereby or any of the transactions contemplated indirectly employed by any of them, ii. fraud or any other knowing or intentional misconduct by Contractor, its subcontractors or any other persons or entities either directly or indirectly employed by any of them, iii. violation of Law by Contractor, its subcontractors or any other persons or entities either directly or indirectly employed by any of them, iv. reckless, wanton or grossly negligent conduct by Contractor, its subcontractors or any other persons or entities either directly or indirectly employed by any of them, or v. any actions, litigation, arbitration, mediation, claims, or causes of action brought or maintained by or on behalf of Contractor against HTFC. Likewise, Contractor shall flow down the foregoingsame liability and duty to indemnify to each Subcontractor utilizing the value of the subcontract for the value of the Contract and subject to the same terms, conditions, and exceptions set forth above. This clause shall survive indefinitely the termination of this Agreement for any reason.

Indemnity. (a) Except as expressly provided in Section 1.1(g) In addition to the payment of the Registration Rights Agreement, AIG agrees expenses pursuant to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoingSECTION 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless, each Agent and Lender, 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 AGENT; provided, no Credit Party shall have any obligation to any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as hereunder with respect to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this SECTION 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under this Section 9.07(a) shall be payable promptly upon written demand thereforapplicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, 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, or arising out of, as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Term Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG agrees to a. SeaSpine shall indemnify the UST, the FRBNY, and defend Integra and its affiliates and their respective Affiliates and the directors, officers, members, employees, agentscounsel, attorneys, accountants agents and other professional advisers representatives and the successors and permitted assigns of any of the foregoing (each such Person, an the “IndemniteeIntegra Indemnitees”) against, and to hold each Indemnitee the Integra Indemnitees harmless from, from and against any and all lossesclaims, claimsdemands, actions, liabilities, damages, liabilities losses , judgments, costs or expenses (including interest and related expensespenalties and reasonable attorneys’ fees and professional fees and expenses of litigation) (collectively, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result “Claims”) of (i) the execution or delivery of, the performance by the third parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as 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 breach 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 use of the Microfib Product in conjunction with the Mozaik Product unless such claims are a direct result ofof 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 claims relating to the misappropriation or infringement of a third party’s intellectual property rights related to the Mozaik Products, any other Transaction Documentexcept to the extent such claims relate solely to the Microfib Product. b. Integra shall indemnify, any agreement or instrument contemplated hereby or thereby or 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 transactions contemplated by 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 with, 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 foregoingforegoing 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 the Indemnitor, at its cost and 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 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 terms as the Indemnitor, in its sole discretion, shall deem appropriate. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any Claim, if and to the extent prejudicial to its ability to defend such Claim, shall to such extent relieve such Indemnitor of any liability to the Indemnitee under this Section 11.4. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Claims covered by this indemnification and provide full information with respect thereto. THE PARTIES ACKNOWLEDGE THAT INTEGRA SHALL NOT HAVE CONTROL OVER THE USES TO WHICH THE MICROFIB PRODUCT WILL BE DEVOTED WITHIN THE MOZAIK PRODUCT OR OVER ITS USE, STORAGE, HANDLING, DISTRIBUTION OR APPLICATION AFTER SHIPMENT FROM INTEGRA’S FACILITY. SEASPINE ASSUMES FULL RESPONSIBILITY WITH RESPECT TO THE USE OF THE MICROFIB PRODUCTS, AND IT IS MUTUALLY AGREED THAT INTEGRA ASSUMES NO LIABILITIES OF ANY KIND WITH RESPECT TO THE USE BY SEASPINE OR ANY THIRD PARTY OF THE MICROFIB PRODUCT IN ANY MOZAIK PRODUCT.

Indemnity. (a) Except 37.1 Franchisee and the Guarantor agree to collectively indemnify, keep indemnified and hold Franchisor and Unico Japan harmless against all loss and liability, as expressly provided in Section 1.1(g) well as any depletion of goodwill and legal fees relating to such loss or liability, as a direct or indirect result of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any Franchisee’s conduct of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesFranchised Business, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, or in any way connected with: (a) Franchisee’s failure to comply with or as a result the Franchisee’s acts or omissions in contravention of any applicable present and future authorisations, registrations, duties of care, codes of conduct, regulations, notices, permits, consents, approvals and licences issued, imposed or directed by any relevant body, (ib) use of the Licensed IPR (or any other Intellectual Property) by Franchisee, (c) the execution deliberate act, negligent act, error or delivery of, the performance by the parties hereto omission of their respective obligations under, Franchisee or the consummation of the transactions contemplated byFranchisee’s employees, this Agreement, any other Transaction Document agents or any agreement or instrument contemplated hereby or thereby or subcontractors, (iid) any claim, litigation, investigation breach of this Deed or proceeding relating to any direct or indirect failure by Franchisee or of the foregoingFranchisee’s employees or agents, whether to comply with any provision of this Deed, (e) Franchisee’s breach, negligent performance or not non-performance of this Deed by Franchisee, Franchisee’s employees or agents, (f) the enforcement of this Deed, (g) any Indemnitee is a party thereto (and regardless of whether such matter is initiated claim made against Franchisor by a third party for death, personal injury or by AIG damage to property arising out of or any of its Affiliates); provided that such indemnity shall notin connection with this Deed, as to any Indemnitee, be available to the extent that such lossesattributable to the acts or omissions of Franchisee, claimsFranchisee’s employees, damagesagents or subcontractors, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor.and (bh) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim made against any Indemnitee Franchisor for actual or alleged infringement of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) a third party’s intellectual property rights arising out of, of or in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of with operating the transactions contemplated by any of the foregoingFranchised Business.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 9.2 (Expenses), whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG Borrower agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent, each Issuing Bank and Lender and each of their and their Affiliates’ respective Affiliates and the officers, partners, members, directors, officerstrustees, advisors, employees, attorneys, agents, attorneyssub-agents, accountants affiliates, administrators, managers, representatives and other professional advisers of any of the foregoing controlling Persons (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all Indemnified Liabilities; provided that Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from such Indemnitee’s gross negligence or willful misconduct, or material breach of such Indemnitee’s express obligations hereunder, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and 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 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) 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) 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 Borrower under this Section 9.3 will be in addition to any liability which Borrower may otherwise have, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, Borrower shall not be required to indemnify any indemnified party for losses, claims, damages, damages or liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by arising solely out of disputes as between the indemnified parties that are not based on any act or asserted against any Indemnitee arising out of, in any way connected with or as a result omission of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG Borrower or any of its Affiliates); provided that subsidiaries or affiliates, excluding any disputes against any Agent acting in such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforcapacity. (b) To the extent permitted by applicable Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Borrower shall not assert, and each of the parties to this Agreement Borrower hereby waives, in advance, any claim against any Indemnitee of any party to this Agreementeach 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Financing Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Other than with respect the obligations of Borrower pursuant to Section 9.3(a), to the extent permitted by applicable law, no Lender, Issuing Bank or Agent shall assert, and each Lender, Issuing Bank and Agent hereby waives, any claim against Borrower and its Affiliates, officers, partners, members, directors, trustees, advisors employees, attorneys, agents, sub-agents or controlling Persons, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, 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 no Lender, Issuing Bank and Agent hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Borrower also agrees that no Indemnitee will have any liability, based on its or their exclusive or contributory negligence or otherwise, to Borrower (or its Affiliates) or any Person asserting claims on behalf of or in right of Borrower (or their respective Affiliates) or any other Person in connection with or as a result of this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of its express obligations under the Financing Documents by, such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Indemnitee have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s activities related to this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. Notwithstanding the foregoing, Borrower shall not be required to indemnify any Indemnitee for any Indemnified Liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or omission of Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (d) Promptly after receipt by any Lender, Issuing Bank or Agent of notice of its involvement in any action, proceeding or investigation, such Lender, Issuing Bank or Agent will, if a claim for indemnification in respect thereof is to be made against Borrower under this Section 9.3, notify Borrower in writing of such involvement. Failure by any Lender, Issuing Bank or Agent to so notify Borrower will not relieve Borrower from the obligation to indemnify the Indemnitees under this Section 9.3 except to the extent that Borrower suffers actual prejudice as a result of such failure, and will not relieve Borrower from its obligation to provide reimbursement and contribution to such Lenders, Issuing Banks or Agents. This Section 9.3 shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnity. (a) Except as expressly provided in Section 1.1(g) In addition to the payment of expenses pursuant to Sections 10.2 and 10.3, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ reasonable approval of counsel), the FRBNYindemnify, their respective Affiliates pay and hold harmless, each Agent and Bank and the officers, partners, directors, officerstrustees, investment advisors, employees, agents, attorneys, accountants agents and other professional advisers Affiliates of any of the foregoing each Agent and each Bank (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.4 may be unenforceable in whole or in part because they are in violation of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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. (ba) To the extent permitted by applicable Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementBanks, 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) in connection with, arising out of, in connection with, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Xerium and each other Borrower hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of To keep the Registration Rights AgreementLandlord and Management Company fully indemnified from and against all actions, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all lossesproceedings, claims, damagesdemands, liabilities and related losses, costs, expenses, including reasonable counsel feesdamages and liability arising in respect of any injury to or death of any person or damage to any property moveable or immoveable or the infringement, charges and out-of-pocket disbursementsdisturbance or destruction of any right, incurred by easement or asserted against any Indemnitee privilege arising out ofof any act, omission or negligence of the Tenant or any persons in any way connected on or about the Demised Premises expressly or impliedly with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, Tenant’s authority or the consummation user of the transactions contemplated by, this Agreement, any other Transaction Document Demised Premises or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any breach of the foregoing, whether Tenant’s covenants or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party the conditions or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under other provisions contained in this Section 9.07(a) shall be payable promptly upon written demand therefor.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), each employer's liability (with a limit of indemnity of not less than €13m (thirteen million euro) and 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 parties 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 this Agreement agrees do so by the Landlord, to produce to the Landlord satisfactory evidence that no party to this Agreement shall assert, the said policy or policies is/are valid and each 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 parties to this Agreement hereby waives, Landlord in advance, any claim against any Indemnitee respect of any party excess applicable in relation to this Agreementthe 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 any theory a comprehensive policy in the full reinstatement or replacement cost thereof with an insurer of liability, for special, indirect, consequential repute approved by the Landlord and in the event of destruction of or punitive damages (as opposed damage to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby all or any of the transactions contemplated said fit-out, furniture and equipment by any reason of one or more of the foregoinginsured risks arising, to ensure that all monies payable under such policy of insurance are used in repairing, replacing, 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, licensees or invitees.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of the Registration Rights Agreement9.2, AIG each Borrower agrees to indemnify defend (subject to the USTapplicable Indemnitee’s selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent (and each sub-agent thereof), Arranger, Lender and Issuing Bank and each of their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing Related Parties (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expensesOR ARE CAUSED, including reasonable counsel feesIN WHOLE OR IN PART, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that such indemnity no Borrower shall not, as have any obligation to any Indemnitee, be available Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such lossesIndemnified Liabilities arise from the gross negligence or willful misconduct of, claimsor material breach (arising from gross negligence, damageswillful misconduct or bad faith) of the Credit Documents by, liabilities or related out-of-pocket expenses are such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction by final jurisdiction. To the extent that the undertakings to defend, indemnify, pay and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under hold harmless set forth in this Section 9.07(a) 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Borrower shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each neither the Company nor any of the parties to this Agreement agrees that no party to this Agreement its Subsidiaries shall assert, and each of the parties to this Agreement Borrower hereby waives, in advance, any claim against any Indemnitee Agent, Arranger, Lender or Issuing Bank or any Related Party of any party to this Agreement, 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, 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 Borrower hereby waives, releases and agrees not to ▇▇▇, and agrees not to permit any of its Subsidiaries to ▇▇▇, upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Borrower agrees that no Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing will have any liability to any Borrower or other Credit Party or any Person asserting claims on behalf of or in right of any Borrower or other Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 9.3(b), in the case of any Borrower or other Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Borrower or Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach (arising from gross negligence, willful misconduct or bad faith) of the Credit Documents by, such Agent, Arranger, Lender or Issuing Bank in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. (a) Except as expressly provided in Section 1.1(g) The Company shall, subject and pursuant to the provisions of the Registration Rights AgreementCompanies Law, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any an “Office Holder” of the foregoing Company (each as such Person, an “Indemnitee”term is defined in the Companies Law) against, and to hold each Indemnitee harmless from, any and for all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, expenses incurred by or asserted against any Indemnitee him arising out of, in any way connected with from or as a result of any act (ior omission) the execution or delivery of, the performance carried out by the parties hereto of their respective obligations under, or the consummation him as an Office Holder of the transactions contemplated byCompany and which is indemnifiable pursuant to the Companies Law, this Agreementto the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claimprovided that, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that required under applicable law, such lossesundertaking is limited to types of occurrences which, claimsin the opinion of the Board of Directors are, damagesat the time of the undertaking, liabilities or related out-of-pocket expenses are foreseeable and to an amount of the Board of Directors has determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from is reasonable in the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforcircumstances. (b) To The Company shall, subject and pursuant to the extent permitted by applicable provisions of the Companies Law, each enter into contracts to insure the liability of Office Holders of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, Company for any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) liabilities incurred by him arising out of, in connection with, from or as a result ofof 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, this Agreementto the maximum extent permitted by 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 other Transaction Documentemployee, any agreement agent, consultant or instrument contemplated hereby or thereby or any contractor of the transactions contemplated Company who is not an Office Holder. (d) The Company may, to the maximum extent permitted by any law, exempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other damages due to, arising or resulting from, a breach of his or her duty of care to the Company. The Directors of the foregoingCompany are released and exempt from all liability as aforesaid to the maximum extent permitted by law with respect to any such breach, which has been or may be committed.

Indemnity. (a) Except as expressly provided in Subject to Section 1.1(g11.6(a) of and (b), and to the Registration Rights Agreementmaximum extent permitted by law, AIG each Owner hereby agrees to indemnify the USTindemnify, the FRBNY, their respective Affiliates defend and the directors, officers, employees, agents, attorneys, accountants and hold harmless each other professional advisers of any of the foregoing Owner (each such Person, an “IndemniteeIndemnified Owner”) against, and agrees to hold each Indemnitee Indemnified Owner harmless from, from any and all losses, claims, damages, liabilities liabilities, liens, losses or other obligations whatsoever incurred or suffered by an Indemnified Owner (together with reasonable costs and related expenses, including reasonable fees and disbursements of counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee relating thereto) to the extent arising out of, in any way connected with or as a result of : (ia) the execution failure of the Owner to satisfy, discharge or delivery ofpay any liability owed by it hereunder, the performance or (b) any misrepresentation or material breach of warranty by the parties hereto Owner in this Agreement or any material breach of their respective obligations under, a covenant or agreement made or to be performed by the consummation of the transactions contemplated by, Owner pursuant to this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the maximum extent permitted by applicable Lawlaw, each of the parties other Owner hereby agrees to this Agreement agrees that no party to this Agreement shall assertindemnify KCPL (whether acting in its capacity as Operator or otherwise) against, and each agrees to hold KCPL harmless in proportion to such Owner’s Ownership Share or Common Facilities Ownership Share, as applicable, from any claims, damages, liabilities, liens, losses or other obligations whatsoever incurred or suffered by KCPL (together with reasonable costs and expenses, including reasonable fees and disbursements of counsel relating thereto) to the parties extent arising out of KCPL’s (or Operator’s) planning, design, construction and operation of Unit 2, except to this Agreement hereby waives, in advance, any claim against any Indemnitee the extent of any party losses shown to this Agreement, on any theory be the result of liability, for special, indirect, consequential KCPL’s (or punitive damages (as opposed to direct the Operator’s) gross negligence or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingwillful misconduct.

Indemnity. (a) Except Company shall indemnify and hold Purchaser and each of its officers, directors and Affiliates harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements, including those incurred upon any appeal) which may be instituted or asserted against or incurred by Purchaser or such other indemnified person relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by Company contained herein or in any Transaction Document or otherwise relating to or arising out of the transactions contemplated hereby. (b) Any person entitled to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to Company of the commencement or assertion of any action, proceeding, demand or claim by a third party (collectively, a "Third-party Action") in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify Company shall not relieve Company from any liability that it may have to such Indemnified Party under this Section 2.4 except to the extent Company is materially prejudiced thereby. Company shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third-party Action on such terms as expressly provided it deems appropriate; provided, however, that (i) the Indemnified Party shall be entitled, at his, her or its own expense, to participate in the defense of such Third-party Action; (ii) unless the Indemnified Party is unconditionally released, Company shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission or acknowledgment of the validity of such Third-party Action or any liability in respect thereof, which written approval will not be unreasonably withheld; and (iii) Company shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any Third-party Action (x) as to which Company fails to assume the defense within a reasonable length of time or (y) to the extent the Third-party Action seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets or financial condition of the Indemnified Party; provided, however, that the Company shall have the right to control its own defense to the extent it is a co-defendant in any Third-party Action; provided, further, that the Indemnified Party shall make no settlement, compromise, admission or acknowledgment which would give rise to liability on the part of Company without the prior written consent of Company, which consent shall not be unreasonably withheld. The parties hereto shall extend reasonable cooperation in connection with the defense of any Third-party Action pursuant to this Section 1.1(g) of 2.4 and, in connection therewith, shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. Notwithstanding Section 8.8 hereof, to the extent any provision contained in this Section 2.4 is in conflict with, or inconsistent with, any indemnification provision in the Registration Rights Agreement, AIG agrees to indemnify the UST, provision contained in the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Registration Rights Agreement shall assert, govern and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoingcontrol.

Indemnity. Section 33.1. Tenant shall indemnify and save harmless the Indemnitees from and against (a) Except as expressly provided all third party claims of whatever nature against the Indemnitees arising from any act, omission or negligence of Tenant or Persons Within Tenant’s Control, (b) all claims against the Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring in Section 1.1(g) or about the Premises during the Term or during Tenant’s occupancy of the Registration Rights AgreementPremises, AIG agrees unless and to indemnify the USTextent caused by the act, omission or negligence of Landlord or its principals, officers and employees, (c) all claims against the FRBNYIndemnitees arising from any accident, their respective Affiliates injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Persons Within Tenant’s Control, and/or (d) any breach, violation or non-performance of any covenant, condition or agreement contained in this Lease to be fulfilled, kept, observed and performed by Tenant. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the directorsdefense thereof, and all collection costs (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in enforcing this indemnity provision against Tenant. Section 33.2. Except to the extent otherwise expressly limited in this Lease, Landlord shall indemnify and save Tenant harmless from and against (a) all claims of whatever nature against Tenant and its shareholders, officers, directors, employees, agents and contractors (“Tenant Indemnitees”) arising from any willful misconduct or negligence of Landlord or its agents, attorneysservants, accountants and other professional advisers contractors, licensees or employees, or the Manager, and/or (b) any breach, violation or non-performance of any of the foregoing (each such Personcovenant, an “Indemnitee”) againstcondition or agreement contained in this Lease to be fulfilled, kept, observed and to performed by Landlord. This indemnity and hold each Indemnitee harmless from, agreement shall include indemnity from and against any and all lossesliability, claimsfines, damagessuits, liabilities demands, costs and related expensesexpenses of any kind of nature (including, including without limitation, reasonable counsel feesattorneys’ fees and disbursements) incurred in or in connection with any such claims or proceeding brought thereon, charges and out-of-pocket the defense thereof, and all collection costs (including, without limitation, reasonable attorneys’ fees and disbursements, ) incurred by or asserted Tenant in enforcing this indemnity provision against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) Landlord. Section 33.3. If any claim, litigation, investigation action or proceeding relating to any of the foregoing, whether is made or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to brought against any Indemnitee, be available against which claim, action or proceeding Tenant is obligated to indemnify such Indemnitee pursuant to the extent that terms of this Lease, then, upon demand by the Indemnitee, Tenant, at its sole cost and expense, shall resist or defend such lossesclaim, claimsaction or proceeding in the Indemnitee’s name, damagesif necessary, liabilities by such attorneys as the Indemnitee may select, including, without limitation, attorneys for the Indemnitee’s insurer. The provisions of this Article 33 shall survive the expiration or related out-of-pocket expenses are determined by a court earlier termination of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforLease. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any of the transactions contemplated by any of the foregoing.

Indemnity. (a) Except as expressly provided in Section 1.1(g) The Grantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee, each Parity Lien Representative, each Parity Lien Secured Party and each of the Registration Rights Agreement, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates)Indemnified Liabilities; provided that such indemnity shall not, as no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. THIS INDEMNITY COVERS ORDINARY NEGLIGENCE OF ANY OF THE FOREGOING PARTIES. (b) All amounts due under this Section 9.07(a) shall 7.9 will be payable promptly within 10 days upon written demand therefordemand. (bc) To the extent permitted by applicable Lawthat the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.9(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the parties Grantors will contribute the maximum portion that it is permitted to this Agreement agrees that no party pay and satisfy under applicable law to this Agreement shall assert, the payment and each satisfaction of the parties to this Agreement hereby waives, in advance, all Indemnified Liabilities incurred by Indemnitees or any of them. (d) No Grantor will ever assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Parity Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or relating in any respect to any Indemnified Liability, and each of the transactions contemplated by Grantors hereby forever waives, releases and agrees not to s▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.9 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the foregoingCollateral Trustee and termination of this Agreement.

Indemnity. Lessee shall indemnify, defend and keep harmless Lessor and any Assignee (a) Except as expressly provided defined in Section 1.1(g) of the Registration Rights Agreement17), AIG agrees to indemnify the UST, the FRBNY, and their respective Affiliates members, managers, officers agents and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing employees (each such Personeach, an “"Indemnitee”) against"), from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities Claims (other than such as may directly and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a proximately result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the actual, but not imputed, gross negligence, bad faith negligence or willful misconduct of such Indemnitee), by paying or otherwise discharging same, when and as such Claims shall become due. All amounts due Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (3) Lessee is financially capable of satisfying its obligations under this Section 9.07(aSection, (4) shall be payable promptly upon written demand therefor. (b) To Lessor approves the extent permitted defense counsel selected by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assertLessee, and each (5) there is no reasonable risk of the parties to this Agreement hereby waivescriminal liability being imposed on Lessor or any of its Indemnitees as a result of such Claim. The term "Claims" shall mean all claims, in advanceallegations, any claim against any Indemnitee of any party to this Agreement▇▇▇▇▇, on any theory of liabilityjudgments, for specialsettlements, indirectsuits, actions, debts, obligations, damages (whether incidental, consequential or punitive damages direct), demands (as opposed to direct for compensation, indemnification, reimbursement or actual damages) arising out ofotherwise), in connection withlosses, penalties, fines, liabilities (including strict liability), financing or as a result ofsecuritization losses or charges, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby charges that Lessor (or any of its affiliates) has incurred or for which it is responsible, in the transactions contemplated nature of interest, Liens, financing charges and any other costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (A) any Lease Document, including the performance, breach (including any Default or Event of Default) or enforcement of any of the foregoingterms thereof, or any early repayment of Lessee’s obligations under the Lease Documents (whether pursuant to acceleration, liquidation or otherwise) or any early termination of the Lease, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be located from time to time, or (C) the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, including Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever. If any Claim is made against Lessee or an Indemnitee, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any obligation hereunder.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG The Company agrees to indemnify indemnify, pay and hold harmless the UST, the FRBNY, their respective Affiliates Collateral Agent and the officers, directors, officers, employees, agentsagents and affiliates of the Collateral Agent (collectively called the "INDEMNITEES") from and against any and all other liabilities, attorneysobligations, accountants and other professional advisers 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 the foregoing Indemnitee, in any manner relating to or arising out of this Agreement, the Indenture or the Securities arising in any action relating to, directly or indirectly, the Collateral or the subject of this Agreement (each including without limitation, any misrepresentation by the Company in this Agreement (the "INDEMNIFIED LIABILITIES"); PROVIDED that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities if it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Personindemnified liability arose from the negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, an “Indemnitee”pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. (b) againstThe Company agrees to pay, and to hold each Indemnitee save the Collateral Agent harmless from, any and all lossesliabilities, claimscosts and expenses (including, damageswithout limitation, liabilities legal fees and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected ) (1) with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations underrespect to, or the consummation of the transactions contemplated by, this Agreementresulting from any delay in paying, any and all excise, sales or other Transaction Document taxes which may be payable or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating determined to be payable with respect to any of the foregoingCollateral, whether (2) with respect to, or not resulting from, any Indemnitee is a party thereto (and regardless delay in complying with any Requirement of whether such matter is initiated by a third party or by AIG or Law applicable to any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final Collateral and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a(3) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or with any of the transactions contemplated by any of the foregoingthis 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 (a) Except as expressly provided in Section 1.1(g) active or passive, ordinary or gross), recklessness (ordinary or gross), errors or omissions, or willful misconduct of the Registration Rights AgreementConstruction Manager, AIG agrees to indemnify the USTits directors, the FRBNY, their respective Affiliates and the directorsofficials, officers, employees, agentscontractors, attorneyssubcontractors, accountants and other professional advisers of any of the foregoing (each such PersonSubconsultants, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any Indemnitee 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) 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 way connected 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 the Fee provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event will Judicial Council be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect, or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the Services performed in connection with this Agreement. Judicial Council shall not be responsible for any damage to persons or property as a result of (i) the execution use, misuse or delivery of, the performance failure of any equipment used by the parties hereto of their respective obligations underConstruction Manager, or by its employees, even if the consummation of equipment was furnished or loaned to Construction Manager by Judicial Council. The Construction Manager hereby waives any and all claim(s) for recovery from the transactions contemplated by, Judicial Council under this Agreement, which loss or damage is covered, whether paid or unpaid, by valid and collectible insurance policies or programs of self-insurance. Construction Manager agrees to have its required insurance policies endorsed to prevent the invalidation of insurance coverage by reason of this waiver. This waiver extends to claims paid, or expenses incurred, by Construction Manager’s insurance company on behalf of the Judicial Council. Neither the Judicial Council, nor any other Transaction Document officer or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any employee of the foregoing, whether or not any Indemnitee is a party thereto (Judicial Council will be personally responsible for liabilities arising under the Agreement. COMMUNICATIONS / NOTICE Notices and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to communications between the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand therefor. (b) To the extent permitted by applicable Law, each of the parties to this Agreement agrees that no party Parties to this Agreement shall assertbe sent to the following addresses: Judicial Council Facilities Services | Administrative Division Judicial Council of California ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ATTN: [@Attention] Construction Manager [@Construction Management Firm [@Address] ATTN: [@Attention] Any Notice personally given is effective upon receipt. Any Notice sent by overnight delivery service is effective the day after delivery. Any Notice given by mail is effective five (5) days after deposit in the United States mail. NONDISCRIMINATION/NO HARASSMENT CLAUSE The Construction Manager and each of the parties to this Agreement hereby waives, in advance, any claim its Subconsultants shall not unlawfully discriminate against any Indemnitee employee or applicant for employment because of any party to race, creed, religion, color, national origin, ancestry, physical or mental disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), medical condition, marital status, age (over 40), sex, sexual orientation, gender identity, or domestic partner status. The Construction Manager and its Subconsultant(s) shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. During the performance of this Agreement, the Construction Manager and its Subconsultants must not engage in unlawful harassment, including sexual harassment, with respect to any persons with whom the Construction Manager or its Subconsultants interact in the performance of this Agreement. Construction Manager and its Subconsultants must take all reasonable steps to prevent harassment from occurring. Construction Manager must comply with applicable provisions of the Fair Employment and Housing Act, California Government Code section 12900 et seq., and the applicable regulations promulgated under California Code of Regulations, title 2, section 11000 et seq. The applicable regulations of the Fair Employment and Housing Council implementing California Government Code section 12900 et seq., set forth in chapter 5 of division 4.1 of title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part of it as if set forth in full. The Construction Manager shall comply with applicable provisions of the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. section 12101 et seq.), which prohibits discrimination on the basis of disability, as well as with all applicable regulations and guidelines issued pursuant to the ADA. Construction Manager must include the nondiscrimination/no harassment and compliance provisions of this clause in any theory and all subcontracts issued to perform Work under the Agreement. Construction Manager must not enter into any subcontract with any person or firm decertified from State contracts pursuant to Government Code section 12990. No more than one (1) final, unappealable finding of liabilitycontempt of court by a federal court has been issued against the Construction Manager within the immediately preceding two (2) year period because of the Construction Manager’s failure to comply with an order of the National Labor Relations Board. DISABLED VETERAN BUSINESS ENTERPRISE PARTICIPATION This Project has a Disabled Veteran Business Enterprise (“DVBE”) participation goal of three percent (3%). The Construction Manager must document its DVBE compliance by completing the DVBE Participation Form set forth as Exhibit I. DRUG FREE WORKPLACE By signing the Agreement, the Construction Manager certifies, under penalty of perjury under the laws of the State of California, that the Construction Manager will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code section 8350 et seq.). No drugs, alcohol and/or smoking are allowed at any time in any buildings and/or grounds on Judicial Council property. No visitor or contractor is to use drugs on these sites. The Construction Manager’s indemnity obligations of the Agreement include the Construction Manager’s obligation to enforce and maintain a drug free workplace. UNION ORGANIZING Union Organizing. Construction Manager, by signing the Agreement, hereby acknowledges the applicability of Government Code section 16645 through section 16649 to the Agreement. Construction Manager will not assist, promote, or deter union organizing by employees performing work on a Judicial Council contract, including a public works contract. No Judicial Council funds received under the Agreement will be used to assist, promote, or deter union organizing. Construction Manager will not, for specialany business conducted under the Agreement, indirectuse any Judicial Council property to hold meetings with employees or supervisors, consequential if the purpose of those meetings is to assist, promote or punitive damages (as opposed deter union organizing, unless the Judicial Council property is equally available to direct or actual damages) arising out of, in connection withthe general public for holding meetings. If Construction Manager incurs costs, or as a result ofmakes expenditures to assist, this Agreementpromote or deter union organizing, any other Transaction DocumentConstruction Manager will maintain records sufficient to show that no reimbursement from Judicial Council funds has been sought for these costs, any agreement or instrument contemplated hereby or thereby or any of and that Construction Manager must provide those records to the transactions contemplated by any of the foregoingAttorney General upon request.

Indemnity. (a) Except as expressly provided in Section 1.1(g) The Company shall, subject and pursuant to the provisions of the Registration Rights AgreementCompanies Law, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any an “Office Holder” of the foregoing Company (each as such Person, an “Indemnitee”term is defined in the Companies Law) against, and to hold each Indemnitee harmless from, any and for all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, expenses incurred by or asserted against any Indemnitee him arising out of, in any way connected with from or as a result of any act (ior omission) the execution or delivery of, the performance carried out by the parties hereto of their respective obligations under, or the consummation him as an Office Holder of the transactions contemplated byCompany and which is indemnifiable pursuant to the Companies Law, this Agreementto the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claimprovided that, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that required under applicable law, such lossesundertaking is limited to types of occurrences which, claimsin the opinion of the Board of Directors are, damagesat the time of the undertaking, liabilities or related out-of-pocket expenses are foreseeable and to an amount of the Board of Directors has determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from is reasonable in the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section 9.07(a) shall be payable promptly upon written demand thereforcircumstances. (b) To The Company shall, subject and pursuant to the extent permitted by applicable provisions of the Companies Law, each enter into contracts to insure the liability of Office Holders of the parties to this Agreement agrees that no party to this Agreement shall assert, and each of the parties to this Agreement hereby waives, in advance, Company for any claim against any Indemnitee of any party to this Agreement, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) liabilities incurred by him arising out of, in connection with, from or as a result ofof 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, this Agreementto the maximum extent permitted by 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 other Transaction Documentemployee, any agreement agent, consultant or instrument contemplated hereby or thereby or any contractor of the transactions contemplated Company who is not an Office Holder. (d) The Company may, to the maximum extent permitted by any law, exempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other damages due to, arising or resulting from, a breach of his or her duty of care to the Company. The Directors of the foregoingCompany are released and exempt from all liability as aforesaid to the maximum extent permitted by law with respect to any such breach, which has been or may be committed. This amendment (the “Amendment”) dated March 22, 2006, to the Shareholders Rights Agreement (the “SRA”) dated September 13, 2005, by and among Negevtech Ltd. (the “Company”), the Founders (as defined in the SRA), the Prior Investors (as defined in the SRA), the New Investors (as defined in the SRA) and Wellington Partners Ventures III Technology Fund, L.P. (“Wellington”).

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent and Lender, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers agents of any of the foregoing each Agent and each Lender (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred by or asserted against OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such lossesIndemnified Liabilities arise from the gross negligence or willful misconduct, claims, damages, liabilities or related out-of-pocket expenses are as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligencein a final, bad faith or willful misconduct non-appealable order, of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify the USTdefend (subject to Indemnitees’ selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent and Lender, their respective Affiliates and the their respective officers, partners, directors, officerstrustees, employees, agents, attorneys, accountants employees and other professional advisers agents of any of the foregoing each Agent and each Lender (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities, claimsIN ALL CASES, damagesWHETHER OR NOT CAUSED BY OR ARISING, liabilities and related expensesIN WHOLE OR IN PART, including reasonable counsel feesOUT OF THE COMPARATIVE, charges and out-of-pocket disbursementsCONTRIBUTORY, incurred by or asserted against OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Credit Party shall have any obligation to any Indemnitee arising out of, in any way connected hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liabilities to the extent that such lossesIndemnified Liabilities arise from the gross negligence or willful misconduct, claims, damages, liabilities or related out-of-pocket expenses are as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligencein a final, bad faith or willful misconduct non-appealable order, of such that Indemnitee. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee of any party to this AgreementLenders, 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, Credit Document or any agreement or instrument contemplated hereby or thereby or any of referred to herein or therein, the transactions contemplated by hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) Except as expressly provided in Section 1.1(g) of the Registration Rights Agreement, AIG Airlines agrees to indemnify defend, indemnify, pay and hold harmless the USTCollateral Agent, the FRBNY, each Securityholder and each of their respective Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, attorneysand (in each case) their respective heirs, accountants representatives, successors and other professional advisers of any assigns (each of the foregoing (each such Personforegoing, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by or asserted against any no Indemnitee arising out of, in any way connected will be entitled to indemnification hereunder with or as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating respect to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Liability to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee. . (b) All amounts due under this Section 9.07(a) shall 9.08 will be payable promptly upon written demand therefordemand. (bc) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 9.08(a) may be unenforceable in whole or in part because they violate any law or public policy, to the fullest extent permitted by applicable Law, each 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. (d) To the parties to this Agreement agrees that no party to this Agreement shall assertfullest extent permitted by applicable Law, and each of the parties to this Agreement hereby waives, in advance, Airlines will not assert any claim against any Indemnitee of any party to this AgreementIndemnitee, 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) any punitive damages arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Transaction Document, Operative Agreement or any agreement or instrument or transaction contemplated hereby or thereby relating in any respect to any Indemnified Liability, and to the fullest extent permitted by applicable Law, Airlines hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or any 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 transactions contemplated by any of the foregoingCollateral Agent.

Indemnity. (a) Except The parties hereby acknowledge and agree that Tenant is entering into this Agreement solely as expressly provided in Section 1.1(gan accommodation to Landlord and [Emeritus/EmeriCare]. Accordingly, as between Landlord and [Emeritus/EmeriCare], on the 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 the Registration Rights Agreementaction arising or asserted against Tenant or any of Tenant's officers, AIG agrees to indemnify the UST, the FRBNY, their respective Affiliates and the directors, officersagent, employees, agentsaffiliates and insurers, attorneysincluding, accountants without limitation, Tenant's Chief Restructuring Officer and Receiver (collectively, " Tenant Indemnified Parties") by Landlord, [Emeritus/EmeriCare] or any other professional advisers of any of the foregoing (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and out-of-pocket disbursements, incurred by person or asserted against any Indemnitee arising out of, in any way connected with or entity as a result of (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation leasing of the transactions contemplated byFacility 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 Parties during or following the Lease Term as a result of the leasing of the Facility by Tenant pursuant to this Agreement, any other Transaction Document the 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, the “Losses”). Notwithstanding the foregoing, the indemnity provided for herein shall not apply (a) with respect to Losses proximately caused by the gross negligence or willful misconduct of Tenant or any agreement or instrument contemplated hereby or thereby of the Tenant Indemnified Parties or (iib) to any claimliabilities, litigationclaims, investigation demands or proceeding relating 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 of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under matters described in this Section 9.07(a) shall be payable promptly upon written demand therefor5(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 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 third party claim in the manner described below. (c) If Tenant shall deliver an Indemnity Notice to Landlord and [Emeritus/EmeriCare] pursuant to Section 5(b), and if Indemnity Notice relates to a claim or demand asserted by applicable Lawa third party against Tenant, each the following provisions shall apply: (i) Landlord and/or [Emeritus/EmeriCare] shall have the right, in its reasonable discretion, to either (x) pay such claim or demand or (y) employ counsel reasonably acceptable to Tenant to defend any such claim or demand asserted against Tenant. (ii) Tenant shall have the right to participate in the defense of any such claim or demand at its own expense unless there is a conflict between the interests of Tenant, 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 parties 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 this Agreement agrees that no party to this Agreement shall assert, and each a claim or ten (10) days after receipt of the parties Indemnity Notice (the “Answer Period”) of its election to this Agreement hereby waivesdefend 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 advancegood faith any such claim or demand asserted by a third party against Tenant, Tenant shall not settle or compromise such claim or demand, it being understood and agreed that Landlord or [Emeritus/EmeriCare], acting on behalf of Landlord, shall have the sole right to settle or compromise such claim or demand; provided, however, that the consent of Tenant, which consent may be withheld in its sole discretion, shall be required for any settlement or disposition of any claim against or demand which results in any Indemnitee 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 AgreementSection 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 theory 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 liability, for special, indirect, consequential 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 punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, any agreement or instrument contemplated hereby or thereby or any earlier termination of the transactions contemplated by any of the foregoingLease Term.

Indemnity. (a) Except as expressly provided in In addition to the payment of expenses pursuant to Section 1.1(g) of 10.2, whether or not the Registration Rights Agreementtransactions contemplated hereby shall be consummated, AIG each Credit Party agrees to indemnify defend (subject to the USTapplicable Indemnitee’s selection of counsel), the FRBNYindemnify, pay and hold harmless, each Agent (and each sub-agent thereof), Arranger, Lender and Issuing Bank and each of their respective Affiliates and the directors, officers, employees, agents, attorneys, accountants and other professional advisers of any of the foregoing Related Parties (each such Personeach, an “Indemnitee”) against), from and to hold each Indemnitee harmless from, against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expensesOR ARE CAUSED, including reasonable counsel feesIN WHOLE OR IN PART, charges and out-of-pocket disbursements, incurred by or asserted against BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee arising out of, in hereunder with respect to any way connected with or as a result of Indemnified Liabilities to the extent such Indemnified Liabilities (i) the execution or delivery of, the performance by the parties hereto of their respective obligations under, or the consummation arise out of the transactions contemplated by, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by AIG or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) arise out of any investigation, litigation, claim or proceeding that does not involve any act or omission of Holdings or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such investigation, litigation, claim or proceeding against any Agent, any Arranger or any Issuing Bank in its capacity as such) or (iii) arise with respect to Taxes, other than Taxes that represent losses or damages from any non-Tax claim. All amounts due under To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.07(a) 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall be payable promptly upon written demand thereforcontribute 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 Lawlaw, each of the parties to this Agreement agrees that no party to this Agreement Credit Party shall assert, and each of the parties to this Agreement Credit Party hereby waives, in advance, any claim against any Indemnitee Agent, Arranger, Lender or Issuing Bank or any Related Party of any party to this Agreement, 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, or as a result of, or in any way related to, this Agreement, Agreement or any other Transaction Document, 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 Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party agrees that no Agent, Arranger, Lender or Issuing Bank 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 by hereby or thereby, any Loan or the use of the foregoingproceeds 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, Lender or Issuing Bank in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.