Common use of Indemnity Clause in Contracts

Indemnity. Royalty Flow agrees to defend, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow Each Pledgor jointly and severally agrees (i) to defendindemnify, indemnify reimburse and hold harmless Escrow Agent the Pledgee and Escrow Agent’s related entitieseach other Secured Creditor and their respective successors, directorsassigns, employees, service providersagents and affiliates (individually, advertisers, affiliates, officers, agentsan “Indemnitee”, and partners and third-party service providers (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all obligations, liabilitydamages, claiminjuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or demandnature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorney’s attorneys’, agents’ and professional advisors’ fees (collectively “Expenses”)and expenses, made by any third party due to or in each case arising out of or resulting from this Agreement or which arise directly the exercise by any Indemnitee of any right or indirectly remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by virtue reason of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). This indemnity In no event shall includethe Pledgee hereunder be liable, but is not limited toin the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), all Expenses incurred for any matter or thing in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena other than to account for monies or discovery process other property actually received by it in accordance with the terms hereof. If and to the extent that may be directed the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to Escrow Agent Indemnified Partiesmake the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. It The indemnity obligations of each Pledgor contained in this Section 11 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement continue in full force and Royalty Flow’s business and/or associated persons. These defenseeffect notwithstanding the full payment of all the Notes issued under the Credit Agreement, indemnification and hold harmless obligations will survive the termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromiseSecured Hedging Agreements, and to select or approve defense counsel, the payment of all other Obligations and Royalty Flow agrees to fully cooperate with Escrow Agent in notwithstanding the defense of any such claim, action, settlement, or compromise negotiationsdischarge thereof.

Indemnity. Royalty Flow In addition to the payment of expenses pursuant to Section 13.1, whether or not the transactions contemplated hereby shall be consummated, each Note Party (as “Indemnitor”) agrees to defendindemnify, indemnify pay and hold harmless Escrow Agent the Note Purchasers, and Escrow Agent’s related entitiesthe officers, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers Affiliates of the Note Purchasers (collectively called the “Escrow Agent Indemnified PartiesIndemnitees”) harmless from and against any lossand all other liabilities, liabilitycosts, claimexpenses, obligations, losses, damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Issuer and an Indemnitee), whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by, or demandasserted against that Indemnitee, including reasonable attorney’s fees (collectively “Expenses”), made by in any third party due manner relating to or arising out of this Agreement Agreement, the Notes, the Note Documents or which arise directly the other documents related to the transactions contemplated hereby (including, without limitation, the existence or indirectly by virtue exercise of any security rights with respect to the Collateral in accordance with the Collateral Documents), the Note Purchasers’ agreement to purchase the Notes or the use or intended use of the Escrow Agent’s undertaking proceeds of any of the proceeds thereof to serve as Escrow Agent hereunderthe Issuer (the “Indemnified Liabilities”); provided, however, that no Escrow Agent the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Party shall be entitled Liability to indemnity in case of the extent that such Escrow Agent Indemnified Party’s Liability arises from the gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader misconduct of that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena Indemnitee as mutually agreed between the Indemnitee and the Indemnitors or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) as determined by a governmental or trade association authority seeking final, non-appealable judgment of a court of competent jurisdiction. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to impose criminal or civil sanctions on Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement failure to give such notice shall not affect the obligations of the Indemnitor unless (and Royalty Flow’s business and/or associated personsthen solely to the extent) such Indemnitor is prejudiced thereby. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any such claimclaim pursuant to this Section 13.2 that is effected without its prior written consent, actionwhich consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, settlementpay and hold harmless set forth in this Section 13.2 may be unenforceable because it is violative of any law or public policy, the Issuer 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 compromise negotiationsany of them. For the avoidance of doubt, the provisions in this Section 13.2 shall apply only to claims relating to or arising out of the Note Documents.

Indemnity. Royalty Flow agrees (a) The Company shall indemnify and hold harmless Subscriber (to defendthe extent a seller under the Registration Statement), the officers, directors, agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees of one law firm) and expenses (collectively, “Losses”) caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 8 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entitiesthe Company, its directors, employees, service providers, advertisers, affiliates, officers, agentsagents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and partners Section 20 of the Exchange Act) and third-party service providers each affiliate of the Company (collectively “Escrow Agent Indemnified Parties”) within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and against all Losses caused by any lossuntrue or alleged untrue statement of a material fact contained in any Registration Statement, liabilityany prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to such indemnification obligation. Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 8 of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the foregoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, or demandpermit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, including reasonable attorney’s fees (collectively “Expenses”), the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any third indemnified party due a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or arising out enter into any settlement which cannot be settled in all respects by the payment of this Agreement money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which arise directly settlement includes a statement or indirectly admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by virtue the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Escrow Agent’s undertaking indemnified party or any officer, director, employee, agent, affiliate or controlling person or entity of such indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to serve this Subscription Agreement. (e) If the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as Escrow Agent hereundera result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that no Escrow Agent Indemnified Party the liability of Subscriber shall be limited to the net proceeds received by Subscriber from the sale of Subscribed Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by or on behalf of (or not supplied by or on behalf of, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 8, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnity in case contribution pursuant to this Section 8(e) from any person or entity who was not guilty of such Escrow Agent Indemnified Party’s gross negligence fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred punitive damages in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Subscription Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstransactions contemplated hereby.

Indemnity. Royalty Flow agrees 12.1 Without prejudice to defendClause 5.2, the Mortgages Trustee Corporate Services Provider hereby undertakes with each of the Mortgages Trustee, the Note Trustee, the Funding 1 Security Trustee and the Issuer Security Trustee to hold each of the Mortgages Trustee, the Note Trustee, the Funding 1 Security Trustee and the Issuer Security Trustee (which in this clause shall include their respective directors, company secretary and officers) fully and effectively indemnified at all times from and against any and all losses, liabilities, damages, expenses, costs, claims and charges (together with any Irrecoverable VAT thereon upon provision of a valid VAT invoice in respect of such amount) suffered or incurred by any of them and all liabilities in respect of any action, suit, claim or proceedings which may be brought, pending or threatened to be brought, whether of a civil, criminal, administrative or investigative nature, against any of them but in each case only to the extent arising out of or in connection with any breach by the Mortgages Trustee Corporate Services Provider of the terms of this Agreement or resulting from the gross negligence, bad faith or wilful default on the part of the Mortgages Trustee Corporate Services Provider or any of its directors, employees, officers or agents. This indemnity is, for the avoidance of doubt, in addition to and without prejudice to any indemnity or other remedy allowed under any applicable law. 12.2 Notwithstanding Clause 16 (Exclusion of Contracts Act), the Mortgages Trustee shall, from time to time on written demand of the Mortgages Trustee Corporate Services Provider or any of its officers or employees, indemnify and hold harmless Escrow Agent the Mortgages Trustee Corporate Services Provider and Escrow Agent’s related entities, any Director and any of the directors, employees, service providers, advertisers, affiliates, officers, agentsemployees and agents of the Mortgages Trustee Corporate Services Provider at the time of such demand, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any lossliabilities, liabilityactions, claimproceedings, claims or demand, including reasonable attorney’s fees demands whatsoever (collectively “Expenses”), made by together with Irrecoverable VAT thereon upon provision of a valid VAT invoice in respect of such amount) which it or any third party due of them may incur or be subject to in direct or arising out indirect consequence of this Agreement or which arise directly as a direct or indirectly by virtue indirect result of the Escrow Agent’s undertaking to serve performance of the functions and obligations provided for under this Agreement, except as Escrow Agent hereunder; provideda result of a breach by the Mortgages Trustee Corporate Services Provider of this Agreement or as a result of the gross negligence, howeverbad faith or wilful default on the part of the Mortgages Trustee Corporate Services Provider, that no Escrow Agent Indemnified Party shall be entitled to indemnity in any Director or any of the directors, officers, employees or agents of the Mortgages Trustee Corporate Services Provider, as the case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmay be. This indemnity shall includeexpressly inure to the benefit of any director, but is not limited toofficer, all Expenses incurred in conjunction with employee or agent existing or future of the Mortgages Trustee Corporate Services Provider and to the benefit of any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination substitute of the Mortgages Trustee Corporate Services Provider under this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow The Grantor (as “Indemnitor”) agrees to defendindemnify, indemnify pay and hold harmless Escrow Agent the Secured Parties, and Escrow Agent’s related entitiesthe officers, directors, partners, managers, members, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers Affiliates of the Secured Parties (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) harmless from and against any lossand all other liabilities, liabilitycosts, claimexpenses, obligations, losses (other than lost profit), damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees), whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by, or demandasserted against that Indemnitee, including reasonable attorney’s fees (collectively “Expenses”), made by in any third party due manner relating to or arising out of this Agreement or which arise directly or indirectly by virtue of (the Escrow Agent’s undertaking “Indemnified Liabilities”); provided that the Indemnitor shall not have any obligation to serve as Escrow Agent hereunder; provided, however, an Indemnitee hereunder with respect to an Indemnified Liability to the extent that no Escrow Agent such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s Liability arises from the gross negligence or willful misconductmisconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. This indemnity Each Indemnitee shall include, but is give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Partiesaffect the obligations of the Indemnitor. It The Indemnitor shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any such claimclaim pursuant to this Section 11 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11 may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the form or cause of action, settlement, even if such damages are foreseeable or compromise negotiationssuch party has been advised of the possibility of such damages. The provisions of this Section 11 shall survive the termination of this Agreement.

Indemnity. Royalty Flow agrees to defendBorrower shall indemnify Agent, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entitieseach Lender, directorseach Transferee, each Participant, their respective Affiliates, managers, members, officers, employees, service providers, advertisers, affiliates, officers, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively collectively, the “Escrow Agent Indemnified PartiesPersons”) from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel, made but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and expenses of one regulatory counsel to such Indemnified Person and one other firm of outside counsel to such Indemnified Person taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional firm of outside counsel to each group of similarly situated Indemnified Person) which are incurred or actually paid by any third party due Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any act of or omission by Borrower or any of its Affiliates, officers, directors and agents relating to the Loan, this Agreement or any other Loan Document, except to the extent resulting or arising from the applicable Indemnified Person’s own gross negligence or willful misconduct. Agent agrees to give Borrower reasonable notice of any event of which arise directly Agent becomes aware for which indemnification may be required under this Section 12.4 (provided, that the failure of Agent to give such notice shall not affect the obligation of Borrower or indirectly by virtue any other Person pursuant to this Section 12.4 unless materially prejudiced thereby) and Agent may elect (but is not obligated) to direct the defense thereof; provided, that the selection of counsel shall be subject to ▇▇▇▇▇▇▇▇’s consent, which consent shall not be unreasonably withheld or delayed, and Borrower shall be entitled to participate in the Escrow Agentdefense of any matter for which indemnification may be required under this Section 12.4 and to employ counsel at its own expense to assist in the handling of such matter. Any Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral, subject to Borrower’s undertaking prior approval of any settlement, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if any insurer agrees to serve as Escrow undertake the defense of an event (an “Insured Event”), Agent hereunderagrees not to exercise its right to select counsel to defend the event if that would cause ▇▇▇▇▇▇▇▇’s insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent ▇▇▇▇▇▇ reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Agent obtains recovery from a third party other than an Indemnified Person of any of the amounts that ▇▇▇▇▇▇▇▇ has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Agent shall promptly pay to Borrower the amount of such claim recovery. Without limiting any of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or action commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) and (b) Agent indemnifies the Borrower for all negotiations claims for settlement brokerage fees or compromisecommissions (other than the claims of a broker with whom Borrower or any of its Affiliates has directly contracted in writing), and in each case, which may be made in connection with respect to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlementaspect of, or compromise negotiationsany transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.

Indemnity. Royalty Flow agrees to defendThe Liquidation Trust Administrator, indemnify the members of the Liquidation Trust Committee, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and hold harmless Escrow Agent and Escrow Agent’s related entitiestheir respective agents, employees, officers, directors, employeesprofessionals, service providersattorneys, advertisersaccountants, affiliatesadvisors, officersrepresentatives and principals (collectively, agents, and partners and third-party service providers (collectively the “Escrow Agent Indemnified Parties”) shall be indemnified and held harmless by the Liquidation Trust, to the fullest extent permitted by law, solely from the Liquidation Trust Assets and/or the Trust Proceeds for any losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, suit, proceeding or investigation brought or threatened against any loss, liability, claim, one or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue more of the Escrow Agent’s undertaking to serve Indemnified Parties on account of the acts or omissions of the Liquidation Trust Administrator or the members of the Liquidation Trust Committee solely in their capacity as Escrow Agent hereundersuch; provided, however, that no Escrow Agent the Liquidation Trust shall not be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Liquidation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Liquidation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.6. The foregoing indemnity in case respect of any Indemnified Party shall survive the termination of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves Party from the right to control the defense of any such claim or action and all negotiations capacity for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationswhich they are indemnified.

Indemnity. Royalty Flow Parent hereby agrees to defendindemnify, indemnify defend and hold harmless Escrow Agent the Sponsor, its Affiliates and Escrow Agent’s related entitiesits and their respective directors, directorsofficers, owners, managers, members, employees, service providers, advertisers, affiliates, officerscontrolling persons, agents, representatives, contractors, subcontractors, successors and partners and third-party service providers assigns (collectively collectively, “Escrow Agent Sponsor Indemnified PartiesPersons”) from and against any lossand all losses, liabilityclaims, claimdamages, or demanddemands, including deficiencies, awards, penalties, obligations, liabilities, actions, judgments, settlements, suits, disbursements, fees, costs and reasonable attorney’s fees documented out-of-pocket expenses (collectively including, without limitation, reasonable and documented outside attorneys’ fees) (excluding any amount which such Party actually receives under any insurance policy which provides such coverage for the liability in question) (“ExpensesLosses”), made ) incurred by any third party due to or Sponsor Indemnified Person arising out of or relating to the Services or this Agreement or which arise directly or indirectly by virtue of Agreement, REGARDLESS OF WHETHER SUCH LOSSES ARE THE RESULT OF OR CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY OF SPONSOR INDEMNIFIED PERSONS, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR THE INTENTIONAL OR WILLFUL MISCONDUCT OF ANY OF SPONSOR INDEMNIFIED PERSONS. Notwithstanding the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedforegoing, however, that no Escrow Agent any Sponsor Indemnified Party shall be Person entitled to receive indemnification under this Article V shall act in good faith and use its commercially reasonable efforts to mitigate the amount of any Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the amount of any Losses hereunder. If the amount of any Losses at any time subsequent to the making of an indemnity payment in case respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such Escrow Agent reduction, less any costs, or expenses incurred in connection therewith, will promptly be repaid by the Sponsor Indemnified Party’s Persons to Parent. The Sponsor agrees to indemnify, defend and hold harmless Parent, its Affiliates and its and their respective directors, officers, owners, managers, members, employees, controlling persons, agents, representatives, contractors, subcontractors, successors and assigns (collectively, “Parent Indemnified Persons”) from and against any and all Losses incurred by any Parent that are (i) caused by the gross negligence or the intentional or willful misconductmisconduct of any Service Employee or other Sponsor Indemnified Person in the performance of (or failure to perform) the Services pursuant to this Agreement. This indemnity For the avoidance of doubt, the Sponsor shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding have no liability under this Agreement and/or third-party subpoena except in the event of gross negligence or discovery process that may be directed the intentional or willful misconduct of any Service Employee or other Sponsor Indemnified Person in the performance of (or failure to Escrow Agent Indemnified Parties. It shall also include any action(sperform) by a governmental or trade association authority seeking the Services pursuant to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification then only subject to the terms and hold harmless obligations will survive termination conditions of this Agreement. Escrow Agent reserves Notwithstanding the right foregoing, any Parent Indemnified Person entitled to control receive indemnification under this Article V shall act in good faith and use its commercially reasonable efforts to mitigate the defense amount of any such claim or action Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and all negotiations for from other persons who may be liable so as to reduce the amount of any Losses hereunder. If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or compromiseotherwise under or pursuant to any insurance coverage, and or pursuant to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, actionrecovery, settlementsettlement or payment by or against any other person, the amount of such reduction, less any costs, or compromise negotiationsexpenses incurred in connection therewith, will promptly be repaid by the Parent Indemnified Persons to the Sponsor.

Indemnity. Royalty Flow Debtor hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, representatives and partners and third-party service providers contractors (collectively each an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all liabilities, liabilityobligations, claimclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees (collectively “Expenses”actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, made by THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedalleged gross negligence or willful misconduct, however, or (b) Lender has expressly agreed in writing with Debtor that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an Indemnified Person hereunder.

Indemnity. Royalty Flow agrees to defendEach Borrower and Guarantor jointly and severally shall indemnify Lender, indemnify its Affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directorsmembers, officers, employees, service providers, advertisers, affiliates, officersAffiliates, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively “Escrow Agent collectively, the "Indemnified Parties”Persons") from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, made incurred by or asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agent’s undertaking foregoing arises out of the gross negligence or willful misconduct of such Indemnified Person. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to serve pay or indemnify, each Borrower and Guarantor expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed. Lender agrees to give each Borrower and Guarantor reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 12.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower's and or Guarantor's consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may, in its reasonable discretion, take such actions as Escrow Agent hereunderit deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an "Insured Event"), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower's or Guarantor's insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Lender shall promptly pay to such claim Borrower or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Guarantor the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow agrees The Borrowers agree to defend, indemnify and hold harmless Escrow Agent the Lenders and Escrow Agent’s related entities, directorstheir respective officers, employees, service providers, advertisers, affiliates, officers, agents, attorneys and partners representatives (singularly, an "Indemnified Party", and third-party service providers (collectively “Escrow Agent collectively, the "Indemnified Parties”") from and against any loss, cost, liability, claimdamage or expense (including the reasonable fees and out-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or demandproviding evidence, including reasonable attorney’s fees (collectively “Expenses”)producing documents or taking any other action in respect of any commenced or threatened litigation, made by administrative proceeding or investigation under any third party due federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Lenders hereunder and under the Notes, provided that the Borrowers shall have no obligation under this Section to the Lender with respect to any of the foregoing arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of the Lender. This indemnity If any Claim is asserted against any Indemnified Party, the Indemnified Party shall includeendeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, but is not limited toat the Borrowers' expense, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent counsel of the Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement ' choosing and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent the Claim. The Borrowers may at their own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such claimIndemnified Party believes it reasonably prudent to protect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, actionWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, settlementCONTRIBUTING, or compromise negotiationsOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Royalty Flow agrees to defendThe Security Provider and Funding 2 shall jointly and severally indemnify, indemnify and keep indemnified, and hold harmless Escrow Agent the Custodian and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) any BNY Mellon Affiliates on an after tax basis from and against all Losses which the Custodian and any lossBNY Mellon Affiliates may incur, liabilityincluding, claimbut not limited to, or demandpenalties, including reasonable attorney’s taxes, judgments and awards, properly incurred legal fees (collectively “Expenses”)and expenses, made by any third party due relating to or arising out of the performance of the Custodian's or any BNY Mellon Affiliates' obligations under this Agreement (including where appointed as liquidation agent pursuant to the Section 3.5 of this Agreement), except to the extent resulting from the Custodian's or which arise BNY Mellon Affiliates' negligence, wilful misconduct or fraud or to the extent that such Losses are incurred directly or indirectly by virtue as a result of the Escrow Agent’s undertaking Custodian or any BNY Mellon Affiliate not complying with its obligations under this Agreement: (a) under Section 2.1 to serve identify Eligible Collateral in its books and records as Escrow Agent hereunder; providedbeing beneficially owned by the Security Provider, however, provided that no Escrow Agent Indemnified Party the Custodian shall be entitled to indemnity be indemnified by the Security Provider and Funding 2 on a joint and several basis in case respect of the Custodian’s complying with any Authorised Instruction delivered by the Secured Party following a Secured Party Notice becoming effective, even if the Secured Party was not entitled to deliver such Escrow Agent Indemnified PartySecured Party Notice under the terms of the Funding 2 Collateral Security Agreement; or (b) under Section 2.2 and Section 2.3: (a) to segregate the Eligible Collateral held for the Security Provider on the Custodian’s gross negligence books and records from the Custodian’s own property and the property of any BNY Mellon Affiliate and the Custodian’s other clients and any other person; (b) not to commingle Eligible Collateral which are beneficially owned by the Custodian with Eligible Collateral of the Security Provider; and (c) not to use the Eligible Collateral or, subject to the Custodian’s rights of lien and set-off as set out in this Agreement, for its own account; (c) under Section 2.3 to hold Property at the Custodian or willful misconductDepositories and not through a sub-custodian; or (d) under paragraph (b) of Schedule B not to record Eligible Collateral as being held in an account outside England unless held in another jurisdiction as may be required by the rules of the relevant Depository. Any disclosure by the Security Provider or Funding 2 to the Custodian that the Security Provider or Funding 2 has entered into this Agreement as an agent or representative of another person shall not relieve the Security Provider or Funding 2 of any of its obligations under this Agreement. This indemnity provision shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive the termination of this AgreementAgreement or the Custodian no longer being the custodian hereunder. Escrow Agent reserves the right The Security Provider undertakes to control the defense of indemnify Funding 2 for any such claim amounts Funding 2 is required to pay under this Section 7.7 or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsthis Section 7.8.

Indemnity. Royalty Flow agrees to 12.1 Licensor shall defend, indemnify and hold harmless Escrow Agent Licensee and Escrow Agent’s related entitiesits authorized representatives (including the Authorized Dealers), and their respective directors, employees, service providers, advertisers, affiliates, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages, losses and partners and third-party service providers expenses (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees attorneys' fees) and judgments incurred, claimed or sustained by Licensee or such persons arising out of: (collectively “Expenses”i) claims by third parties that Licensee's use of the Licensed Marks in accordance with this Agreement constitutes trademark, service ▇▇▇▇ or trade dress infringement (or infringement of any other intellectual property or other proprietary right owned by a third party), made by dilution, unfair competition, misappropriation or false/misleading advertising; (ii) any third party due claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks or (B) Licensor's ownership rights in the Licensed Marks; and (iii) any lack of validity or enforceability of this Agreement caused by Licensor. Subject to Licensor's indemnification obligations in the previous sentence, Licensee shall defend, indemnify and hold Licensor, its Affiliates and authorized representatives, and their respective directors, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages and judgments incurred, claimed or sustained by third parties, whether for personal injury or otherwise, arising out of Licensee's or any Authorized Dealer's marketing, sale, or use of services under the Licensed Marks and shall indemnify Licensor and the foregoing persons for all damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of such use, sale or marketing and also for any improper or unauthorized use of the Licensed Marks or any use of its own Marks. Licensee shall also defend, indemnify and hold Licensor, its Affiliates and authorized representatives, and their respective directors, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages, losses and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by Licensor or such persons arising out of: (i) any third party claims as to the lack of validity or enforceability of (x) the registrations (if any) of the Approved Licensee Marks or (y) Licensee's ownership rights in the Approved Licensee Marks; and (ii) any lack of validity or enforceability of this Agreement or caused by Licensee. 12.2 Licensee shall maintain, at its own expense, in full force and effect at all times during which arise directly or indirectly by virtue Licensed Services bearing the Licensed Marks are being sold, with a responsible insurance carrier acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered under the Licensed Marks. This insurance shall be primary to any of Licensor's coverage, shall name Licensor as an insured party, shall be for the benefit of Licensor and Licensee and shall provide for at least ten (10) days' prior written notice to Licensor and Licensee of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case cancellation or any substantial modification of such Escrow Agent Indemnified Party’s gross negligence or willful misconductthe policy. This indemnity shall include, but is not limited to, all Expenses incurred insurance may be obtained for Licensor by Licensee in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement a policy which covers services and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of products other than the services covered under this Agreement. Escrow Agent reserves . 12.3 Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the right to control maintenance of the defense insurance required by Section 12.2, including without limitation, originals or copies of any such claim or action policies, certificates of insurance (with applicable riders and all negotiations for settlement or compromise, endorsements) and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense proof of any such claim, action, settlement, or compromise negotiationspremium payments.

Indemnity. Royalty Flow agrees to defendBorrower shall indemnify Lender, indemnify its Affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directors, employees, service providers, advertisers, affiliatesmembers, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively collectively, the “Escrow Agent Indemnified PartiesPersons”) from and against any loss, and all liability, claimobligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements of any kind of nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, expert witness fees, and reasonable in-house documentation and diligence fees and reasonable legal expenses) which may be imposed on, incurred by or demand, including reasonable attorney’s fees (collectively “Expenses”), made by asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any way relating to any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agentforegoing (i) arises out of the gross negligence or willful misconduct of any Indemnified Person or (ii) arises out of a dispute between or among any Indemnified Persons. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Indemnified Person in its Permitted Discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 13.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower’s undertaking consent which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may in its reasonable discretion, take such actions, as it deems necessary and appropriate to serve investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as Escrow Agent hereundermay be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower’s insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in this Section 13.4, then Lender shall promptly pay to such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Borrower the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow agrees to defend, The Issuer shall indemnify the Indenture Trustee (and hold harmless Escrow Agent and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, employees and agents) for, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) hold it harmless from and against against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or demand, expense (including reasonable attorney’s fees (collectively “Expenses”)and expenses and the costs and expenses of enforcing the Issuer’s indemnification and contractual obligations hereunder) incurred by it without negligence or bad faith on its part, made by any third party due to or arising out of or in connection with the acceptance or administration of this Agreement Master Indenture and its duties under this Master Indenture and any Series Supplement and the Notes, including the costs and expenses of defending itself against any claim or which arise directly liability and of complying with any process served upon it or indirectly by virtue any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Noteholders, the Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderAdjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that no Escrow Agent Indemnified Party failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to indemnity in case retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such Escrow Agent Indemnified Party’s gross counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsbad faith.

Indemnity. Royalty Flow The Company agrees to defend, indemnify and hold save harmless Escrow Agent Executive from all liability and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers costs incurred (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s 's fees and disbursements) as a consequence of claims by third parties, whether or not derivatively on behalf of the Company, resulting from or growing out of (collectively “Expenses”)i) Executive's status as, made by or as a result of his having been an officer or director of the Company or any third party due Affiliate of Parent, in each case, from and after the date hereof, or (ii) the performance bonds issued prior to or arising out the date of this Agreement and set forth on Schedule "A" hereto (the "Performance Bonds") in each case, to the full extent permitted by law. Executive represents and warrants that no claim or which arise directly or indirectly by virtue demand has been asserted or, to his knowledge, has been threatened to be asserted with respect to such Performance Bonds. In no event shall the terms, provisions and conditions of the Escrow Agent’s undertaking indemnity provided for hereunder be less than the same as those presently provided for under the Articles of Incorporation and By-Laws of the Company to serve as Escrow Agent hereunder; providedthe extent permitted by law. Said terms, howeverprovisions and conditions of indemnity shall remain an independent, that no Escrow Agent Indemnified Party contractual obligation of the Company to Executive from and after the date hereof regardless of how the Company might hereafter amend or change its Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity for other officers and directors of the Company. In the event the Company should amend its Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity after the effective date hereof, Executive shall be entitled notified in writing of the change. Executive shall thereafter have thirty (30) days to elect in writing to accept the changed conditions of indemnity in case as a modification to the Company's contractual obligation hereunder or to continue under the terms of such Escrow Agent Indemnified Party’s gross negligence or willful misconductindemnity as provided for herein. This The Company's agreement to provide indemnity hereunder shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive the termination of this Agreementcontract regardless of the cause of termination. Escrow Agent reserves Subject to applicable law, the right Company shall advance, promptly as incurred, reasonable fees and disbursements of counsel for Executive in defending Executive against any claims for which the Company would be so required to control indemnify Executive; provided (i) Executive shall otherwise comply with such mandatory requirements of Delaware law as may be required for such indemnification, and (ii) Executive shall cause his counsel to cooperate fully in good faith with such requests as the Company or its counsel may reasonably make in order to endeavor to minimize such legal fees, but consistent with providing an adequate defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsExecutive.

Indemnity. Royalty Flow Each Pledgor agrees to defendindemnify, indemnify pay and hold harmless Escrow the Collateral Agent and Escrow Agent’s related entitieseach of the other Secured Parties and the officers, directors, employees, service providersagents and Affiliates of the Collateral Agent and each of the other Secured Parties (collectively, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”the "Indemnitees") from and against any lossand all other liabilities, liabilityobligations, claimlosses, 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 demandasserted against that Indemnitee, including reasonable attorney’s fees (collectively “Expenses”), made by in any third party due manner relating to or arising out of hereof, any Interest Rate Protection Agreement, the Hedging Agreements, the Cash Management Agreements or any other Loan Document (including, without limitation, any misrepresentation by any Pledgor in this Agreement Agreement, any Interest Rate Protection Agreement, the Hedging Agreements, the Cash Management Agreements or which arise directly or indirectly by virtue of any other Loan Document) (the Escrow Agent’s undertaking to serve as Escrow Agent hereunder"Indemnified Liabilities"); provided, however, that no Escrow Agent Pledgor shall have any obligation to an Indemnitee hereunder with respect to Indemnified Party shall be entitled to indemnity in case Liabilities if it has been determined by a final non-appealable decision of a court of competent jurisdiction that such Escrow Agent Indemnified Party’s Liabilities arose from the gross negligence or willful misconductmisconduct of that Indemnitee. This indemnity shall includeTo the extent that the undertaking to indemnify, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification pay and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves set forth in the right to control the defense preceding sentence may be unenforceable because it is violative of any such claim law or action public policy, each Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all negotiations for settlement Indemnified Liabilities incurred by the Indemnitees or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense any of any such claim, action, settlement, or compromise negotiationsthem.

Indemnity. Royalty Flow Debtor hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers representatives (collectively each an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all liabilities, liabilityobligations, claimclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees (collectively “Expenses”actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, made by THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedalleged gross negligence or willful misconduct, however, or (b) Lender has expressly agreed in writing with Debtor that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an Indemnified Person hereunder.

Indemnity. Royalty Flow (a) The Issuer and the Indenture Trustee, but only to the extent of the assets in the Indenture Trust and without personal recourse to them, agrees to defendthat it shall pay and shall protect, indemnify and hold save harmless Escrow Agent the Issuer Administrator and Escrow Agentthe Issuer Administrator’s related entitiesdirectors, directorsofficers, employees, service providers, advertisers, affiliates, officers, agentsagents and servants, and partners and third-party service providers all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator (collectively each of the foregoing an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all losses, liabilityliabilities (including liabilities for penalties), claimactions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or demandforeign securities laws, including reasonable attorney’s fees rules or regulations) arising from or relating to this Agreement and the transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the foregoing being collectively referred to as “ExpensesIndemnified Amounts”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedexcluding, however, that no Escrow Agent Indemnified Party Amounts resulting from the negligence or misconduct of the Issuer in performing its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer and the Indenture Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnity in case indemnification hereunder. (b) The Issuer Administrator agrees that it shall pay and shall protect, indemnify and save harmless the Issuer, Delaware Trustee, Indenture Trustee and Eligible Lender Trustee and their directors, officers, employees, agents and servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with them (each of such Escrow Agent the foregoing an “Indemnified Party’s gross negligence Person”) from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or willful misconduct. This indemnity shall includeforeign securities laws, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena rules or discovery process that may be directed regulations) arising from or relating to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated personsthe transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the foregoing being collectively referred to as “Indemnified Amounts”); excluding, however, Indemnified Amounts resulting from the negligence or misconduct of the Indemnified Persons in performing their obligations under this Agreement. These defenseIf any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification and hold harmless obligations will hereunder. (c) This Section 17 shall survive the termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow (a) To the extent permitted by law, Tenant agrees to defendindemnify, indemnify defend and hold harmless Escrow Agent Landlord and Escrow AgentLandlord’s related entitiesaffiliates and their respective officers, directors, employees, service providers, advertisers, affiliates, officers, employees and agents, and partners the predecessors, successors and third-party service providers (collectively “Escrow Agent Indemnified Parties”) permitted assigns of Landlord, from and against any lossand all third party actions, liability, claim, or demandclaims and demands (and reasonable costs and expenses, including reasonable attorney’s fees attorneys’ fees, incurred by Landlord by reason of such third party actions, claims and demands) (collectively collectively, “ExpensesClaims”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue Tenant’s use and occupancy of the Escrow AgentBuilding and the Leased Equipment, the undertaking by Tenant of any alterations or repairs to the Building or Tenant’s undertaking equipment, the conduct of Tenant’s business in the Building, any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to serve as Escrow Agent hereunder; providedbe performed under this Lease, howeveror any willful or negligent act of Tenant, that no Escrow Agent Indemnified Party shall be entitled to indemnity its agents or employees in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includeabout the Building, but is not limited toexcluding any Claims resulting from the willful misconduct or negligence of Landlord or Landlord’s agents or employees. (b) To the extent permitted by law, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed Landlord agrees to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defenseindemnify, indemnification defend and hold harmless obligations will survive termination Tenant and Tenant’s affiliates and their respective officers, directors, affiliates, employees and agents, and the predecessors, successors and permitted assigns of this Agreement. Escrow Agent reserves Tenant, from and against any and all Claims arising out of Landlord’s use and occupancy of the right to control Building and the defense Leased Equipment, the undertaking by Landlord of any such claim alterations or action and all negotiations for settlement repairs to the Building or compromiseequipment, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent the conduct of Landlord’s business in the defense Building, any breach or default on the part of Landlord in the performance of any such claim, action, settlementcovenant or agreement on the part of Landlord to be performed under this Lease, or compromise negotiationsany willful or negligent act of Landlord, its agents or employees in or about the Building, but excluding any Claims resulting from the willful misconduct or negligence of Tenant or Tenant’s agents or employees.

Indemnity. Royalty Flow agrees to defend(a) Each of the Grantors shall indemnify, indemnify defend and hold harmless Escrow the Collateral Agent (and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, representatives and agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against against, any loss, liability, claim, liability or demand, expense (including reasonable attorney’s legal fees (collectively “Expenses”), made and expenses) incurred by any third party due to it without negligence or arising out bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which arise directly indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or indirectly by virtue actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the Escrow Agent’s undertaking claim or agree to serve as Escrow Agent hereunder; providedany settlement without the written consent of the applicable Grantor, however, that no Escrow Agent Indemnified Party which consent shall not be unreasonably withheld. No Grantor shall be entitled required to reimburse any expense or indemnity in case of such Escrow against any loss or liability incurred by the Collateral Agent Indemnified Party’s gross through negligence or willful misconductbad faith. This indemnity shall includeEach Grantor, but is not limited toas applicable, all Expenses incurred may, in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement its sole discretion, and Royalty Flow’s business and/or associated persons. These defenseat its expense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of such claim or action Grantor and all negotiations for settlement or compromise, and (iii) the indemnified person shall have the right to select or approve defense counsel, and Royalty Flow the counsel designated by such Grantor which consent shall not be unreasonably withheld. (b) Each Grantor shall agrees to fully cooperate with Escrow pay to the Collateral Agent in (i) an annual fee set forth under a separate agreement between the defense Borrower and the Collateral Agent and (ii) all reasonable out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees and expenses of its counsel and of any such claimexperts and agents in connection with (A) the administration of this Agreement (in accordance with fee arrangements agreed between the Collateral Agent and the Borrower), action(B) the making of any filing or registration required under the Loan Documents including, settlementwithout limitation, with the International Registry, (C) the custody, preservation, use or operation of, or compromise negotiationsthe sale of, collection from or other realization upon, any of the Collateral, (D) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party against such Grantor hereunder or (E) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity. Royalty Flow agrees 20.1 Subject to the terms and conditions of this Agreement and the Purchaser taking all necessary steps to mitigate any relevant loss or liability, the Vendor and CDT UK will defend, indemnify and hold the Purchaser harmless Escrow Agent from and Escrow Agent’s related entitiesagainst all claims, directorslosses, employeesliabilities, service providersdamages, advertisers, affiliates, officers, agents, costs and partners expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any third-party service providers (collectively “Escrow Agent Indemnified Parties”claim against the Purchaser) to the extent to which these are reasonably foreseeable which result from any breach of a representation and warranty or covenant of the Vendor or CDT UK in this Agreement, JVA and the Ancillary Agreement Provided always that, in the event that the Purchaser does not proceed with the Second Sale, the Purchaser may seek to enforce and subsequently enforce any claim against any property of the Vendor and/or CDT UK and/or the Pledged Securities as determined in the discretion of the Purchaser. In relation to any dispute as to the extent to which losses are reasonably foreseeable the burden of proof shall be on the Vendor or CDT UK as appropriate. 20.2 Subject to the terms and conditions of this Agreement, the Purchaser will defend, indemnify and hold the Vendor harmless from and against all claims, losses, liabilities, damages, costs and expense (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any lossthird-party action) to the extent to which these are reasonably foreseeable which result from a breach of a representation and warranty or covenant of the Purchaser in this Agreement. 20.3 For the avoidance of doubt, liabilitythe amount of any judgement or award against the relevant party or the amount of any reasonable settlement reasonably approved by the Vendor or CDT UK (as the case may require) together with in each such case reasonable fees and expenses of attorneys incurred in investigation or defense of the same, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due which gives rise to or arising out arises from a breach of this Agreement, shall for the purpose of this clause be regarded as reasonably foreseeable. 20.4 This Agreement or which arise directly or indirectly by virtue and the rights and obligations of the Escrow Agent’s undertaking parties shall be governed by, and construed in accordance with, the laws of California, without giving effect to serve as Escrow Agent hereunder; the choice of law principles thereof provided, however, that no Escrow Agent Indemnified Party as to matters of corporate governance and procedure relating to the Corporation, the General Corporation Law of the State of Delaware shall be entitled to indemnity in case apply. 20.5 Except as provided for herein, any disagreement between the parties over any matters arising out of such Escrow Agent Indemnified Party’s gross negligence the interpretation and/or enforcement of the terms of this Agreement or willful misconduct. This indemnity shall includea subcontract of whatsoever nature including, but is not limited to, all Expenses incurred amounts of money allegedly owed by one party to another party which the parties have not resolved between themselves, shall be submitted to binding arbitration at the instigation of either party hereto. Such party shall provide written notice of the decision to have such disagreement settled by binding arbitration. Each party shall be responsible for paying its own respective costs, fees, attorney’s fees and expenses concerning the arbitration. The arbitration provided for herein shall be held in conjunction with Tokyo and governed by the then current rules promulgated by the Japan Arbitration Association if the Vendor or CDT UK initiates the arbitration. The arbitration provided herein shall be held in London and governed by the then current rules promulgated by London Court of International Arbitration if the Purchaser initiates the arbitration. No party shall have recourse to the courts to settle any interpleader that Escrow Agent may enter into regarding dispute or disagreement between the parties arising out of interpretation and/or enforcement of this Agreement and/or third-party subpoena or discovery process that may be directed without first having submitted the matter to Escrow Agent Indemnified Parties. It shall also include any action(s) arbitration as herein described, and then only to enforce the decision arrived at by a governmental or trade association authority seeking the majority vote of said arbitrators 20.6 The Parties agree to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination act at all times in the utmost good faith towards each other in respect of all the matters referred to in this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow agrees To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to defend, indemnify and hold harmless Escrow Agent and Escrow Agentindemnify the other and the other’s related entitiesagents, partners, shareholders, members, officers, directors, employeesbeneficiaries and employees (collectively, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively the “Escrow Agent Indemnified PartiesIndemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any lossof the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, liabilitycontractors, claimmembers, partners or demandemployees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify 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 attorneyattorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s fees (collectively “Expenses”)Indemnitees) that may arise from any act or occurrence in the Premises, made except to the extent caused by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includemisconduct of Landlord, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty FlowLandlord’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlementcontractors, or compromise negotiationsLandlord’s Indemnitees.

Indemnity. Royalty Flow Pledgor agrees to defendindemnify, indemnify pay and hold harmless Escrow Agent the --------- Trustee and Escrow Agent’s related entitieseach of the Secured Parties and the officers, directors, employees, service providersagents and Affiliates of the Trustee and each of the Secured Parties (collectively, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”the "Indemnitees") from and against any lossand all other liabilities, liabilityobligations, claimlosses, 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 demandasserted against that Indemnitee, including reasonable attorney’s fees (collectively “Expenses”), made by in any third party due manner relating to or arising out of this Agreement or which arise directly or indirectly (including, without limitation, any misrepresentation by virtue Pledgor in this Agreement) (the "indemnified liabilities"); provided that Pledgor shall not have -------- any 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) of a court of competent jurisdiction that such indemnified liability arose from the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of that Indemnitee. This indemnity shall includeTo the extent that the undertaking to indemnify, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification pay and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves set forth in the right to control the defense preceding sentence may be unenforceable because it is violative of any such claim law or action public policy, Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all negotiations for settlement indemnified liabilities incurred by the Indemnitees or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense any of any such claim, action, settlement, or compromise negotiationsthem.

Indemnity. Royalty Flow Borrower agrees to defendindemnity and save Lender and its successors, indemnify assigns, agents and hold servants harmless Escrow Agent of and Escrow Agent’s related entitiesfrom any claims, directorsactions, employeessuits, service providerslosses, advertiserscosts, affiliatesliabilities, officersdamages or expenses including actual expenses and reasonable attorneys' fees) incurred by Lender in connection with the transactions contemplated by this Agreement, agents, and partners and third-party service providers including without limitation: (collectively “Escrow Agent Indemnified Parties”i) from and against any loss, cost, liability, claimdamage or expense (including actual expenses and reasonable attorneys' fees) incurred in connection with the Facility Contracts; (ii) the delivery, ownership, alteration, operation, maintenance, return or other disposition of the Collateral; (iii) from any documentation deficiencies or changes to the basic format of the Facility Contract; (iv) from the existence of any party having an interest, lien or claim in the Facility Contract(s), and/or the Facility Equipment covered thereby, and/or the proceeds thereof which interest, lien or claim is prior to the interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or partners, or demand(vi) the determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to the indemnity set forth in this Section 9.7 shall survive repayment of all amounts due pursuant to the Loan Documents, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue the cancellation of the Escrow Agent’s undertaking Notes and the release and/or cancellation of any and all of the Loan Documents, Lender agrees to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to promptly notify Borrower of any matters in respect of which this indemnity may apply. If notified in case writing of such Escrow Agent Indemnified Party’s gross negligence any action or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena claim brought or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties threatened against Lender based on a connection claim for which Borrower is to provide indemnity and given full authority, information, and assistance for the defense of same by Lender, Borrower shall, without limitation, defend those actions or alleged connection between this Agreement claims at its expense and Royalty Flow’s business and/or associated persons. These defensepay the costs and damages and attorneys' fees awarded in any such action or arising from any such claim, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves provided that Borrower shall have the right to control the defense and settlement of any all such claim actions and claims Lender will take all such actions (at the expense of Borrower) as may be reasonably requested by Borrower to assist Borrower in connection with such defense or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow Issuer agrees to defend, indemnify and hold harmless Escrow Agent and Escrow Agent’s its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively collectively, “Escrow Agent Indemnified Parties”) harmless from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (i) this Agreement or which arise directly a breach of any provision in this Agreement, or indirectly by virtue of (ii) any change in regulation or law, state or federal, and the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case enforcement or prosecution of such Escrow Agent Indemnified Party’s gross negligence as such authorities may apply to or willful misconductagainst Issuer. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s Issuers business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations. Notwithstanding the foregoing, the Escrow Agent Indemnified Parties shall not be entitled to indemnification in the event of the Escrow Agent Indemnified Parties’ negligence, act of bad faith, fraud, willful misconduct or willful breach of this Agreement. In the event of Escrow Agent Indemnified Parties’ negligence, act of bad faith, fraud, willful misconduct or willful breach of this Agreement, Escrow Agent agrees to defend, indemnify and hold Issuer and its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers harmless from and against any Expenses under the same terms as above.

Indemnity. Royalty Flow agrees Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to defend, indemnify Landlord) and hold harmless Escrow Agent Landlord and Escrow Agent’s related entitiesits partners, directors, officers, employees, service providersshareholders, advertisers, affiliates, officerslenders, agents, contractors and partners each of their successors and third-party service providers assigns (collectively “Escrow Agent Indemnified Parties”collectively, "Landlord Indemnities") from and against any lossand all claims, liabilityjudgments, claimcauses of action, or demanddamages, penalties, costs, liabilities, and expenses, including reasonable attorney’s fees (collectively “Expenses”)all costs, made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedattorneys' fees, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses expenses and liabilities incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or any action or proceeding brought thereon (collectively, "Claims"), arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (i) any default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the Premises, the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant in or about the Premises, the Building, the Common Area or other portions of the Project, except for claims caused solely by Landlord's gross negligence or willful misconduct (such excluded Claims shall be referred to herein as "Landlord Caused Claims"), but specifically including Landlord's negligence (other than gross negligence). The obligations of Tenant under this Section 8.4 shall survive the termination of this Lease with respect to any claims or liability arising prior to such termination. Landlord hereby agrees to protect, defend and all negotiations for settlement or compromiseindemnify and hold harmless Tenant and Tenant's partners, officers, directors, shareholders, agents and employees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Parties harmless from any such Landlord Caused Claims, but only to the extent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, and are not covered by Tenant's insurance maintained pursuant to select this Section 8 (and would not have been covered by such insurance had Tenant obtained the same as required in this Section 8). Notwithstanding anything to the contrary contained in this Lease, including the indemnities set forth in this Section 8.4, nothing in this Lease (including this Section 8) shall impose any obligations on Tenant or approve defense counselLandlord to be responsible or liable for, and Royalty Flow agrees to fully cooperate with Escrow Agent each hereby releases the other from, all liability for consequential damages, including, without limitation, in the defense case of Tenant, any claim relating to any interruption of or interference with the conduct of Tenant's business. If any action or proceeding is brought against the indemnified party for any Claim against which the indemnifying party is obligated to indemnify the indemnified party hereunder, the indemnifying party upon notice from the indemnified party shall defend such claim, action, settlement, action or compromise negotiationsproceeding at the indemnifying party's sole expense by counsel reasonably acceptable to the indemnified party.

Indemnity. Royalty Flow agrees to defend9.1 The Licencee shall indemnify, indemnify defend and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) Parties from and against any lossand all third party claims, liabilitydemands, claimlosses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with the exercise by the Licencee or a Sub-Licencee of the rights granted in Clause 2.1 or the actions of the Licencee, a Sub-Licencee or an Affiliate of either of them in relation to a Licenced Product, except to the extent any such claims, demands, losses, damages and expenses arise from the negligent or wilful actions or inactions of misconduct by any Indemnified Party. 9.2 Promptly after receipt by CRT of any claim or alleged claim or notice of the commencement of any action, administrative or legal proceeding, or demandinvestigation to which the indemnity provided for in this Clause 9 may apply, including CRT shall give written notice to the Licencee of such fact and the Licencee shall have the option to assume the defence thereof by election in writing within thirty (30) days of receipt of CRT’s notice. If the Licencee fails to make such election, the Indemnified Party may assume such defence and the Licencee will be liable for the reasonable attorney’s fees (collectively “Expenses”)legal and other expenses consequently incurred in connection with such defence. The Parties will co-operate in good faith in the conduct of any defence, made by will provide such reasonable assistance as may be required to enable any third party due claim to or arising out of this Agreement or which arise directly or indirectly by virtue be defended properly and the Party with conduct of the Escrow Agentaction shall promptly provide to the other Party copies of all correspondence and documents and notice in writing of the substance of all oral communications relating to such action. 9.3 Should the Licencee assume conduct of the defence: 9.3.1 the Indemnified Party may retain separate legal advisers, at its sole cost and expense save that if the Licencee denies the applicability of the indemnity or reserves its position in relation to the same, the indemnity in this Clause 9 shall extend to the Indemnified Party’s undertaking costs and expenses so incurred; and 9.3.2 the Licencee will not, except with the written consent of the Indemnified Party, such consent not to serve as Escrow Agent hereunder; providedbe unreasonably withheld, howeverconditions or delayed, consent to the entry of any judgment or enter into any settlement provided always, that no Escrow Agent if the Indemnified Party shall not consent to such entry of judgment or settlement, the amount which the Indemnified Party shall be entitled to indemnity recover from the Licencee pursuant to this Clause 9 shall be limited to the amount for which the action would otherwise have been settled or compromised; and 9.3.3 CRT and any other Indemnified Party shall not admit liability in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlementrespect of, or compromise negotiationsor settle any such action without the prior written consent of the Licencee, such consent not to be unreasonably withheld, conditioned or delayed; and 9.3.4 Licencee shall not be responsible for or bound by any settlement made by CRT in breach of Clause 9.3.3, provided, that, 9.3.5 Notwithstanding the foregoing, the Licencee may, without the consent of the Indemnified Party, settle a third party claim solely to the extent such settlement is strictly monetary in nature, places no further obligations or penalties on the Indemnified Parties and the Licencee includes a release in the settlement agreement to absolve the Indemnified Parties from any and all liabilities arising out of the settled claims.

Indemnity. Royalty Flow agrees The Borrower undertakes to defend, indemnify and hold harmless Escrow Agent compensate the Lender, on the Lender's request, for (a) any damage that the Lender may incur upon entering into the Agreement and Escrow Agent’s the documents related entities, directors, employees, service providers, advertisers, affiliates, officers, agentsthereto, and partners (b) all expenses that the Lender reasonably and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claimprovably incurs or must incur in connection with the Agreement or the documents related to it as the result of adoption of, or demandchange in, any laws or measures, regulations or decisions of any authority supervising the Lender or any change of their interpretation or application after the date of the Agreement, including reasonable attorney’s fees any statutory costs, reserves or capital adequacy requirements. For the purposes of the indemnity, the Borrower affirms the Lender that it requested the Lender to enter into the Agreement and the related documents with the Borrower and that the Lender was not obliged to do so. The Borrower provides hereby to the Lender a Promise of Indemnity and undertakes to indemnify the Lender on request (collectively “Expenses”), made by any third party a) against loss the Lender may sustain due to the Guarantee issued or arising out performed (b) against all costs, provably and purposefully expended by the Lender in relation with performance under the Guarantee .The promise of this Agreement indemnity shall also apply to instances, when the Borrower deems the Lender’s commitment to perform under the Guarantee doubtful, dubious, possibly if the Beneficiary’s claim can be deemed non-provable during performance under the Guarantee, and also in event of doubts whatsoever regarding justification of claims to be performed under the Guarantee, or which arise directly doubts related to Beneficiary as a person, or indirectly by virtue those associated with authorities to act on behalf of the Escrow Agent’s undertaking Beneficiary. For purposes of the promise of indemnity, the Borrower hereby confirms that the Lender has been requested by Application to serve as Escrow Agent hereunder; providedissue the Guarantee in favour of the Beneficiary, howeverwhich the Lender, that no Escrow Agent Indemnified Party shall be entitled referring to indemnity in case its disagreement with text of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includethe warranty deed of the Guarantee and /or with other conditions related to the requested Guarantee, but is was not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed obliged to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsdo.

Indemnity. Royalty Flow Lessee agrees to defend, indemnify that each payment of Basic Rent hereunder shall be free and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agentsclear of, and partners without deduction for, any and third-party service providers all withholdings on account of Taxes of any nature whatsoever, whether or not an exclusion pursuant to Section 10(b) applies, except as required by law. If any such deduction or withholding of Taxes is required with respect to such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or withholding, will be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (collectively “Escrow Agent Indemnified Parties”or to any taxing authority for the account of Lessor) from as a result of the application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant would be liable) shall reimburse Lessee for such withholding Tax within 30 days of written notice accompanied by evidence of payment for such withholding Taxes (exclusive of interest, penalties and against additions to Tax) paid by Lessee provided that in any losscircumstance in which the Lessor is (i) upon or with respect to, liabilitybased upon or measured by (A) the Aircraft, the Airframe, any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or demandother disposition of the Aircraft, the Airframe, any Engine or any Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including reasonable attorney’s fees (collectively “Expenses”without limitation the Rent), made or (ii) upon or with respect to the Operative Documents (including the Equipment Notes), any interest (iii) the Trust Indenture Estate or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture, or (iv) the payment of the principal of, or interest or premium on, or other amounts payable with respect to the Equipment Notes, whether as originally issued or pursuant to any third party due modification or reissuance, or (v) otherwise with respect to or arising out of this Agreement or which arise directly or indirectly in connection with the transactions contemplated by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsOperative Documents.

Indemnity. Royalty Flow agrees Unless an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to defend, indemnify assume the defense of any action for which indemnification is sought hereunder with counsel or its choice at its expense (in which case the Company shall not thereafter be responsible for the fees and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against expenses of any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”separate counsel retained by an Indemnitee except as set forth below), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party such counsel shall be entitled reasonably satisfactory to indemnity in case each such Indemnitee. Notwithstanding each Grantor’s election to assume the defense of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity action, each Indemnitee shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves have the right to control the defense of any such claim or action and all negotiations for settlement or compromise, employ separate counsel and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent participate in the defense of such action, and such Grantor shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by such Grantor to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such claimaction include both such Grantor and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to such Grantor (in which such Grantor shall not have the right to assume the defense or such action on behalf of such Indemnitee), (iii) such Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) such Grantor shall authorize such Indemnitee to employ separate counsel at such Grantor’s expense. Each Grantor will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without such Grantor’s consent, settlementwhich consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, or compromise negotiationsand defenses available to, such Indemnitee.

Indemnity. Royalty Flow Seller hereby indemnifies and agrees to defendhold the Indemnified Persons harmless against any breach by Seller of any representation, indemnify warranty, covenant or agreement of Seller contained in this Agreement, and against any claims or damages arising out of the manufacture, sale, possession or use of, or otherwise relating to, goods, or the performance of services, associated with or relating to Accounts or related rights purchased (or with respect to which a security interest is granted) hereunder. Seller also hereby indemnifies and agrees to hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent defend all Indemnified Parties”) Persons from and against any lossand all Indemnified Claims. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS ARE IN ANY WAY OR TO ANY EXTENT OWED, liabilityIN WHOLE OR IN PART, claimUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, or demandOR ARE CAUSED, including reasonable attorney’s fees (collectively “Expenses”)IN WHOLE OR IN PART, made by BY ANY NEGLIGENT ACT OR OMISSION OF ANY INDEMNIFIED PERSON, but shall exclude any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent foregoing resulting from such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s Person's gross negligence or willful misconduct. This indemnity If Seller or any third party ever alleges any gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall includenonetheless be paid upon demand, but is not limited tosubject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and affect of the alleged gross negligence or willful misconduct. Upon notification and demand, Seller agrees to provide defense of any Indemnified Claim and to pay all Expenses incurred costs and expenses of counsel selected by any Indemnified Person in conjunction with respect thereof. Any Indemnified Person against whom any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that Indemnified Claim may be directed asserted reserves the right to Escrow Agent settle or compromise any such Indemnified PartiesClaim as such Indemnified Person may determine in its sole discretion, and the obligations of such Indemnified Person, if any, pursuant to any such settlement or compromise shall be deemed included within the Indemnified Claims. It Except as specifically provided in this section, Seller waives all notices from any Indemnified Person. The provisions of this Section shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive the termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow 8.1 LICENSEE agrees on behalf of itself and each Affiliate to defendindemnify, indemnify hold harmless, and hold harmless Escrow Agent defend STANFORD, JHU, and Escrow Agent’s related entitiesStanford Health Services, directorsJHU, HHMI and UCSF Stanford Health Care and their respective trustees, officers, employees, service providers, advertisers, affiliates, officers, agentsstudents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and agents against any lossand all claims, liabilityactions, claimdemands, suits or causes of action for damages, whether arising from death, illness, personal injury, property damage, and improper business practices, or demandotherwise, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (a) any breach or alleged breach of this Agreement by LICENSEE and to the extent that the LICENSEE may be responsible for payment to a third party under this indemnity, or which arise directly any of its Affiliates or indirectly any company that has a controlling interest in LICENSEE, or (b) any manufacture, use, sale, or other disposition of Invention, Licensed Patent, Licensed Material, or Licensed Product, by virtue of LICENSEE or its affiliates except if such claims are due to the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductacts of STANFORD and JHU. STANFORD agrees to promptly notify LICENSEE in writing of any such claim, other than any claim for breach of this Agreement by LICENSEE, LICENSEE shall manage and control, at its own expense, the defense of such claim and its settlement, utilizing attorney's reasonably acceptable to STANFORD, JHU and HHMI. LICENSEE agrees not to settle any such claim against any Indemnitee without STANFORD's, JHU's and HHMI's written consent where such settlement would include any admission of liability on the part of any Indemnitee, where the settlement would impose any restriction on the conduct by the Indemnitee of any of its activities, or where the settlement would not include an unconditional release of such Indemnitee from all liability for claims that are the subject matter of such claim. STANFORD, HHMI and JHU shall not settle any claim covered by the indemnity without the prior written consent of LICENSEE which consent shall not be unreasonably withheld or delayed. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations section 8.1 will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow In addition to and without limiting the generality of Section 12.1, Contractor expressly agrees to defendindemnify, indemnify defend and hold harmless Escrow Agent the State of Oregon and Escrow Agent’s related entitiesits agencies, subdivisions, officers, directors, employees, service providers, advertisers, affiliates, officers, agents, employees and partners agents harmless from any and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any all third party due to or claims, suits, actions, losses, damages, liabilities, statutory penalties, costs and expenses of any nature whatsoever resulting from, arising out of this Agreement or relating to any claims that the Deliverables or the Application Services or use thereof infringe or violate any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right (collectively, “Intellectual Property Rights”) of any third party. If Contractor believes at any time that the Deliverables or the Application Services infringe a third party’s Intellectual Property Rights, Contractor may upon receipt of Agency’s prior written consent, which arise directly Agency will not unreasonably withhold, (i) replace an infringing item with a non-infringing item that meets or indirectly by virtue exceeds the performance and functionality of the Escrow Agentreplaced item; or (ii) obtain for Agency the right to continue to use the infringing item; or (iii) modify the infringing item to be non-infringing, provided that, following any replacement or modification made pursuant to the foregoing, the Application Services continue to function in material conformance with the specifications set forth in this Contract. Contractor’s undertaking failure or inability to serve accomplish any of the foregoing will be deemed a material breach of this Contract, and Agency may pursue any rights and remedies available to it under this Contract, including termination. Contractor will not be liable under this Section 12.2 for any claim for infringement based solely on the following: Agency’s modification of the Deliverables or the Application Services other than as Escrow Agent hereundercontemplated by this Contract, a Deliverable, the Requirements or Application Services specifications, or as otherwise authorized by Contractor in writing; providedUse of the Deliverables or the Application Services in a manner other than as contemplated in this Contract, howevera Deliverable, that no Escrow Agent Indemnified Party shall be entitled the Application Requrirements orApplication Services specifications, or as otherwise authorized by Contractor in writing; or Use of the Deliverables or the Application Services in combination, operation, or use of with other products other than as contemplated by this Contract, a Deliverable, the Requirements or Application Services specifications, or as otherwise authorized by Contractor in writing. Control of Defense and Settlement. Contractor’s obligation to indemnity indemnify Agency as set forth in case Sections 12.1 and 12.2 is conditioned on Agency providing to Contractor prompt notification of such Escrow Agent Indemnified Party’s gross negligence any claim or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process potential claim of which Agency becomes aware that may be directed to Escrow Agent Indemnified Partiesthe subject of those sections. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations Contractor will survive termination have control of this Agreement. Escrow Agent reserves the right to control the defense and settlement of any such claim that is subject to Section 12.1 or action and all negotiations for settlement or compromiseSection 12.2; however, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent neither Contractor nor any attorney engaged by Contractor will defend the claim in the name of the State of Oregon or any agency of State, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the approval of the Attorney General, nor will Contractor settle any claim on behalf of the State of Oregon without the approval of the Attorney General. State, at its election and expense, assume its own defense and settlement in the event that State determines that Contractor is prohibited from defending the State of any such claimOregon, action, settlementis not adequately defending the State of Oregon’s interests, or compromise negotiationsthat an important governmental principle is at issue and the State of Oregon desires to assume its own defense.

Indemnity. Royalty Flow agrees to defend8.1 IMRO shall at all times (notwithstanding the termination of this Agreement) be liable for, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, Licensee (together with its officers, servants and agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any and all liability, loss, liabilitydamages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Licensee arising from any infringement or alleged infringement by Licensee of any third party intellectual property rights in consequence of the authorized use of Licensed Repertoire provided that : (a) If Licensee becomes aware of any complaint, claim, or demand, including reasonable attorneythreatened proceedings or proceedings arising out of it’s fees use of Licensed Repertoire, Licensee shall forthwith and without delay notify IMRO in writing giving full particulars of the circumstances. (collectively “Expenses”), made by b) Licensee shall make no comment or admission to any third party due in respect of such circumstances without the prior consent of IMRO. (c) IMRO shall in its sole discretion be entitled to decide what action (including litigation, arbitration or arising out compromise) if any to take in respect of this Agreement any claim or which arise directly counterclaim brought or indirectly by virtue threatened in respect of the Escrow Agentuse of its repertoire. (d) IMRO shall not be obliged to bring or defend any proceedings whether for copyright infringement or otherwise in relation to its repertoire if it decides in its sole discretion not to do so and Licensee shall not be entitled to bring any action or proceedings in relation to Licensed Repertoire regardless of any such decisions. (e) IMRO shall have the conduct of all proceedings relating to its repertoire. (f) Licensee will co-operate with IMRO in taking such further action at the reasonable request of IMRO as it may from time to time deem appropriate to protect its repertoire and IMRO shall meet all expenses incurred by Licensee to third parties in giving such assistance. In particular, Licensee will, at the reasonable request of IMRO, give full co-operation to IMRO (including the provision of documentation and making relevant people available) in any action, claim or proceedings brought or threatened in respect of IMRO’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party repertoire. (g) IMRO shall be entitled to indemnity retain any payment including any damages or costs award from any third party arising out of any dispute relating to the use of its repertoire under this Agreement. (h) In any proceedings which are brought or defended by IMRO, IMRO shall be entitled to claim in case respect of any loss suffered or likely to be suffered by Licensee but IMRO shall be entitled to retain any damages awarded in respect of such Escrow Agent Indemnified Partyclaim and the provisions of any applicable law, insofar as the same may apply to the contrary, are hereby, to such extent only, expressly excluded. (i) If at any time an allegation of infringement of third party rights is made in respect of Licensed Repertoire or, if in Licensee’s gross negligence or willful misconduct. This indemnity shall includereasonable opinion such an allegation is likely to be made, but IMRO may at it’s own expense take such action as it deems appropriate, including modifying its repertoire, so as to avoid the infringement, 8.2 Licensee understands and agrees that the use of Licensed Repertoire and any other material provided to it under this Agreement is not limited tosubject to all applicable laws, enactments, regulations and other similar instruments (including, without limitation, all Expenses incurred in conjunction applicable local laws relating to advertising, broadcasting, health and safety and telecommunications), and that Licensee shall at all times be solely liable and responsible for such due observance and performance. IMRO shall not be liable to indemnify to Licensee for any payment or costs arising as a result of its failure to comply with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It all applicable laws. 8.3 Licensee shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive at all times (notwithstanding the termination of this Agreement. Escrow Agent reserves the right to control the defense ) be liable for, indemnify and hold harmless IMRO (together with its officers, servants and agents) against any and all liability, loss, damages, costs, legal costs, professional and other expenses of any such claim nature whatsoever incurred or action and all negotiations for settlement suffered by IMRO arising out of the breach or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense non-performance by Licensee of any such claim, action, settlement, or compromise negotiationsthis Agreement.

Indemnity. Royalty Flow agrees to defend(a) Each of the Grantors shall indemnify, indemnify defend and hold harmless Escrow the Collateral Agent (and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, representatives and agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against against, any loss, liability, claim, liability or demand, expense (including reasonable attorney’s legal fees (collectively “Expenses”), made and expenses) incurred by any third party due to it without negligence or arising out bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which arise directly indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or indirectly by virtue actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the Escrow Agent’s undertaking claim or agree to serve as Escrow Agent hereunder; providedany settlement without the written consent of the applicable Grantor, however, that no Escrow Agent Indemnified Party which consent shall not be unreasonably withheld. No Grantor shall be entitled required to reimburse any expense or indemnity in case of such Escrow against any loss or liability incurred by the Collateral Agent Indemnified Party’s gross through negligence or willful misconductbad faith. This indemnity shall includeEach Grantor, but is not limited toas applicable, all Expenses incurred may, in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement its sole discretion, and Royalty Flow’s business and/or associated persons. These defenseat its expense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of such claim or action Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld. (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent the amount of any and all negotiations for settlement or compromisereasonable expenses, including the reasonable fees and to select or approve defense counsel, expenses of its counsel and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claimexperts and agents, actionthat the Collateral Agent may incur in connection with (i) the administration of this Agreement (in accordance with fee arrangements agreed between the Collateral Agent and FLL), settlement(ii) the custody, preservation, use or operation of, or compromise negotiationsthe sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party against such Grantor hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Indemnity. Royalty Flow Debtor hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers representatives (collectively each an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all liabilities, liabilityobligations, claimclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness or the Collateral (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees (collectively “Expenses”actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, made by THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as: (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderalleged gross negligence or willful misconduct; provided, however, or (b) Lender expressly agrees in writing with Debtor that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an Indemnified Person hereunder.

Indemnity. Royalty Flow agrees to defendEach Borrower jointly and severally shall indemnify Lender, indemnify its Affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directorsmembers, officers, employees, service providers, advertisers, affiliates, officersAffiliates, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively “Escrow Agent collectively, the "Indemnified Parties”Persons") from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, made incurred by or asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agent’s undertaking foregoing arises out of the gross negligence or willful misconduct of such Indemnified Person. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to serve pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 12.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower's consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may, in its reasonable discretion, take such actions as Escrow Agent hereunderit deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an "Insured Event"), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower's insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Lender shall promptly pay to such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Borrower the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow agrees The Company shall indemnify the Indemnitee, effective from the date the Indemnitee was first elected to defendthe Board or appointed as an officer of the Company, indemnify against any and hold harmless Escrow Agent all Expenses, judgments, fines, penalties, settlements and Escrow Agent’s related entitiesany other amounts actually and reasonably incurred by the Indemnitee in connection with any Proceeding to the full extent permitted by the Act and, (a) the Indemnitee acted honestly and in good faith with a view to the best interests of the Company; and s (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, directorsthe Indemnitee had reasonable grounds for believing that his or her conduct was lawful (such sections 3(1)(a) and (b) being herein collectively referred to as the “Conditions”). No determination in any Proceeding against the Indemnitee by judgment, employeesorder, service providerssettlement (with or without court approval) or conviction shall, advertisersof itself, affiliatescreate a presumption that the Indemnitee did not meet the Conditions. The Indemnitee shall be deemed, officerssubject only to compelling evidence to the contrary, agentsto have acted honestly and in good faith with a view to the best interests of the Company, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against the Company shall have the burden of establishing the absence of good faith or acting with a view to best interests of the Company on the part of the Indemnitee. Notwithstanding any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out other provision of this Agreement or which arise directly or indirectly to the contrary, to the extent that the Indemnitee is, by virtue reason of the Escrow AgentIndemnitee’s undertaking status with respect to serve as Escrow Agent hereunder; providedthe Company or any other Subject Entity, howevera witness or otherwise participates in any action, that no Escrow Agent Indemnified Party suit or proceeding at a time when the Indemnitee is not a party in the action, suit or proceeding, the Company shall indemnify the Indemnitee against all expenses (including Expenses) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. The Indemnitee shall be presumed to be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding indemnification under this Agreement and/or third-party subpoena or discovery process that may be directed upon notice pursuant to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromiseSection 3(2), and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to select or approve defense counselthat presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence. For greater certainty, and Royalty Flow agrees to fully cooperate with Escrow Agent the Indemnitee shall not be prevented from seeking indemnification under this Section 3 as a result of the industry in which the defense Company operates (including as a result of any such claim, action, settlement, or compromise negotiationsthe Company being involved in business activities that are regulated under the United States Controlled Substances Act).

Indemnity. Royalty Flow Subject to Section 11 (LIMITATION OF LIABILITY) PowerSchool herby agrees to defend, indemnify indemnify, and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) the Licensee from and against any lossand all losses, liabilityliabilities, costs, expenses and damages arising out of or relating to any claim by a third party alleging infringement of any intellectual property rights as to the Licensed Product, provided that PowerSchool will have received from Licensee (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense and settlement of such claim; and (iii) all reasonable necessary cooperation of Licensee. If Licensee’s use of the Licensed Product is enjoined, PowerSchool may (i) substitute for the Licensed Product substantially functionally similar product and documentation; (ii) procure for Licensee the right to continue using the Licensed Product; or if (i) or (ii) are not possible after reasonable commercial efforts from PowerSchool, then PowerSchool may terminate this Agreement by refunding all fees paid to date. The foregoing obligation of PowerSchool do not apply to the extent the claim arises from (i) modifications to the Licensed Product by anyone other than PowerSchool; (ii) combinations of the Licensed Product with products or process not provided or authorized by PowerSchool; or (iii) any unauthorized use, access or distribution of the Licensed Product. Licensee agrees to indemnify and hold PowerSchool harmless against and from any claim, demand, expenses, or demandlosses, including reasonable attorney’s legal fees (collectively “Expenses”including but not limited to attorney's fees, costs and expenses), made by any third party against PowerSchool due to or arising out of: (a) Licensee’s access, use of this Agreement and/or connection to the Licensed Products; (b) Licensee’s sharing of any content obtained through access or which arise directly or indirectly by virtue use of the Escrow AgentLicensed Products to any third party; (c) Licensee’s undertaking to serve as Escrow Agent hereunderviolation of Section 3 (Proprietary Rights); provided(d) information Licensee sent, howeversubmitted, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Partyelectronically received, accessed, printed, downloaded, or transmitted through the Licensed Products; or (e) Licensee’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsTHIS SECTION SETS FORTH POWERSHOOL’S AND LICENSEE’S SOLE AND EXLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.’

Indemnity. Royalty Flow agrees (a) The Sponsor Indemnitors (as defined below) agree, severally and not jointly (mancomunada pero no solidariamente) and, with respect to defendeach Sponsor Indemnitor, in any event subject to the limitations provided in this Section 6.01, to indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or demandother expenses reasonably incurred in investigating, including reasonable attorney’s fees preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) (collectively “ExpensesLosses”), made ) to which the Company may become subject as a result of any claim by (i) any third party due for services rendered or products sold to the Company or arising out of this Agreement or (ii) a prospective target business with which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderCompany has entered into an acquisition agreement (a “Target”); provided, however, that no such indemnification of the Company by the Sponsor Indemnitors shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Escrow Agent Indemnified Party shall be entitled Account to indemnity below (i) USD$10 per share of the Series A Shares sold in the Global Offering or (ii) such lesser amount per Series A Shares sold in the Global Offering held in the Escrow Account as of the date on which such funds are used to make reimbursements and payments to our Series A Shareholders, as provided for in the Shareholders Resolutions, due to reductions in the value of the escrow assets, in each case net of the interest earned on such funds held in the Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process Account that may be directed released to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking the Company to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless pay income tax obligations will survive termination arising after the closing of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, Global Offering and to select pay working capital (not to exceed USD$750,000 annually for a maximum of 24 months from the closing of the Global Offering) and up to USD$100,000 of interest to pay dissolution expenses. As used herein, “Sponsor Indemnitor” means either Riverstone Sponsor or approve defense counselManagement Sponsors Entity, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense either case excluding any direct or indirect affiliate, shareholder, member or partner of such Sponsor Indemnitor or any such claimof their respective, actionmanagers, settlement, officers or compromise negotiationsdirectors.

Indemnity. Royalty Flow agrees to defend(a) The liability of the Columbia Parties and their Affiliates and all their respective officers, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entitiesemployees, directors, employeesagents and other representatives (collectively, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively the “Escrow Agent Columbia Indemnified Parties”) with respect to this Agreement or in connection with the performance, delivery or provision of any service provided under this Agreement, whether in contract, tort (including negligence or strict liability) or otherwise, shall be limited to the liability of the Columbia Parties for any Losses of the applicable NiSource Party and its Affiliates and their respective officers, employees, directors, agents and other representatives (collectively, the “NiSource Indemnified Parties”) arising from Columbia Services’ willful misconduct or gross negligence in providing the Services pursuant hereto; provided that in no event shall such liability exceed the fees previously paid to Columbia Services by NiSource Services in respect of the service from which such liability flows, or to the extent the liability arises out of Columbia Services’ breaching this Agreement by not providing the Services (or level of services) required hereunder, then the liability shall not exceed the higher of the fees previously paid to Columbia Services by NiSource Services in respect of the service from which such liability flows or the amount that Columbia Services would have been paid by NiSource Services for such services for the agreed-upon term of such services (not to exceed 24 months from the date hereof). (b) NiSource Services will, and against will cause the other NiSource Parties to, indemnify the Columbia Indemnified Parties from any loss, liabilityand all Losses resulting from a demand, claim, lawsuit, action or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due proceeding relating to or arising out of this Agreement or which the provision of Services, except to the extent such Losses arise directly or indirectly by virtue out of the Escrow Agent’s undertaking willful misconduct or gross negligence of any Columbia Party or any of its representatives in providing the Services under this Agreement. Subject to serve as Escrow Agent hereunder; providedthe limitations in Section 6.1(a), howeverColumbia Services will, that no Escrow Agent and will cause the other Columbia Parties to, indemnify the NiSource Indemnified Party Parties from any and all Losses resulting from a demand, claim, lawsuit, action or proceeding relating to such Columbia Services’ willful misconduct or gross negligence in providing the Services under this Agreement. The persons entitled to indemnification pursuant to the foregoing shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed beneficiaries of the rights to Escrow Agent Indemnified Parties. It shall also include any action(sindemnification described in this Section 6.1(b). (c) by a governmental or trade association authority seeking Notwithstanding anything to impose criminal or civil sanctions on any Escrow Agent the contrary contained in this Agreement, no Columbia Indemnified Parties or NiSource Indemnified Parties shall be liable for any special, indirect, incidental, exemplary, punitive or consequential damages (including loss of profits or revenue, loss of business, interruption of business or otherwise) with respect to its performance or nonperformance hereunder, or the provision of or failure to provide any service hereunder, whether such damages or other relief are sought based on a connection breach of contract, negligence, strict liability or alleged connection between this Agreement and Royalty Flow’s business and/or associated personsany other legal or equitable relief. (d) NISOURCE SERVICES ACKNOWLEDGES (ON BEHALF OF ITSELF AND THE NISOURCE INDEMNIFIED PARTIES) THAT (I) NISOURCE SERVICES IS NOT A COMMERCIAL PROVIDER OF THE SERVICES PROVIDED HEREIN AND IS PROVIDING THE SERVICES AS AN ACCOMMODATION AND AT COST TO THE APPLICABLE RECIPIENT IN CONNECTION WITH THE SEPARATION OF THE COLUMBIA PARTIES FROM THE NISOURCE PARTIES AND (II) THIS AGREEMENT IS NOT INTENDED BY THE PARTIES TO HAVE COLUMBIA SERVICES MANAGE AND OPERATE THE NISOURCE BUSINESS, IN LIEU OF THE NISOURCE INDEMNIFIED PARTIES. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsTHE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.

Indemnity. Royalty Flow agrees 21.1 Subject to defendthe provisions of this Agreement, the Licensee will at all times indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, defend the Licensor and its officers, agents, employees and partners and third-party service providers agents (collectively “Escrow Agent Indemnified Parties”in this sub clause referred to as "those indemnified") from and against any loss, liability, claim, or demand, loss (including reasonable attorney’s fees (collectively “Expenses”), made legal costs and expenses) or liability reasonably incurred or suffered by any third party due of those indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of the Licensee, its employees, agents or sub-contractors in connection with this Agreement. 21.2 Those indemnified will not settle any claim or demand without obtaining the prior consent of the Licensee. 21.3 The Licensee's liability under Clause 22.1 to indemnify those indemnified will be reduced proportionally to the extent that any act or arising out omission of those indemnified contributed to the loss. 21.4 Subject to the provisions of this Agreement or which arise directly or indirectly by virtue of Agreement, the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, Licensor will at all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification times indemnify and hold harmless obligations will survive termination and defend the Licensee and its officers, employees and agents (in this sub clause referred to as "those indemnified") from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of the Licensor, its employees, agents or sub-contractors in connection with this Agreement. Escrow Agent reserves . 21.5 The Licensor further indemnifies the right to control the defense Licensee against loss or liability caused by inaccuracy of any detail regarding the representations and warranties made by Licensor of the ability of the Product to remove Phosphorus from water as detailed in Annexure C. 21.6 The Licensor further indemnifies the Licensee against loss or liability resulting from claims, including but not limited to Patent and Trademark infringement, against the Licensee regarding Intellectual Property of the Licensor but the Licensor shall not be required to indemnify the Licensee as provided in Clause 21.6 unless the Licensee: (a) notifies the Licensor in writing as soon as practicable of any infringement, suspected infringement or alleged infringement; (b) gives the Licensor the option to conduct the defence of such claim or action and all a claim, including negotiations for settlement or compromisecompromise prior to the institution of legal proceedings; (c) provides the Licensor with reasonable assistance in conducting the defence of such a claim; and (d) authorises the Licensor to procure for the Licensee the authority to continue the use and possession of the infringing Product. 21.7 The Licensor shall not indemnify the Licensee to the extent that an infringement, suspected infringement or alleged infringement arises from: (a) use of the Product in combination by any means and in any form with other goods not specifically approved by the Licensor; (b) use of the Product in a manner or for a purpose not reasonably contemplated or not authorised by the Licensor; (c) modification or alteration of the Product without the prior written consent of the Licensor. 21.8 In the event that proceedings are brought or threatened by a third party against the Licensee alleging that the Licensee's use of the Product constitutes an infringement of intellectual property rights, the Licensor must at its own expense conduct the defence of such proceedings. The Licensee shall provide all necessary co-operation, information and assistance to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent the Licensor in the defense conduct of any the defence of such claim, action, settlement, or compromise negotiationsproceedings.

Indemnity. Royalty Flow agrees The Club shall not be liable and accepts no responsibility for the safety of any Vessel, craft, trailer, motor vehicle and other property in or about the confines of the marina nor for the adequacy or otherwise of the marina or of the Berth / Hardstand Station or any other part of the facilities of the marina and the Club shall not be alible to defend, the Occupant or any other person for any loss or damage to property incurred or suffered within the confines of the marina whether the same occurs (as a result of the negligence or otherwise howsoever) and whether or not attributable to the acts or defaults of the Club or its servants or agents or contractors or otherwise howsoever. The Occupant in addition shall indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and the Club against any loss, liability, claim, expense or demand, including reasonable attorney’s fees (collectively “Expenses”), made claims suffered by any third party due to or the Club within the marina and arising out of this Agreement or which arise directly or indirectly by virtue as a result of the Escrow AgentOccupants acts or omissions or the acts or omissions of others to which the Occupant has contributed (whether or not as a result of negligence). The Club shall not be deemed to be a bailee for any purpose whatsoever. The Occupant accepts full and exhaustive responsibility for all loss and damage to any Vessel, craft, motor vehicle, trailer and other property in or about the confines of the marina owned by the Occupant or the Occupant’s undertaking invitees, and indemnifies the Club in respect of any damage or loss howsoever caused thereto. The Occupant shall at all times keep the Vessel including trailer fully insured with an insurance company against loss or damage by fire, ▇▇▇▇▇, ▇▇▇▇▇▇▇, typhoon, act of God and all other usual maritime risks including explosion, against all public liability for a minimum amount of five million kina (K5,000,000) or such other sum as the Club shall determine from time to serve time, per occurrence, against public liability for domestic staff and such other risks as Escrow Agent hereunder; providedthe Club may require the Occupant to insure against. If the Occupant fails, however, that no Escrow Agent Indemnified Party shall be entitled refuses or neglects to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations insure as aforesaid the Club will survive termination of this Agreement. Escrow Agent reserves have the right to control remove the defense Vessel from the Berth/Hardstand Station. The Occupant shall at all times ensure that the Club has a copy of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationscurrent insurance documents that satisfy this clause.

Indemnity. Royalty Flow Debtor hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers representatives (collectively each an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all liabilities, liabilityobligations, claimclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness (including, for the avoidance of doubt, any Bank Product) or the Collateral (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees (collectively “Expenses”actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, made by THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as: (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderalleged gross negligence or willful misconduct; provided, however, or (b) Lender has expressly agreed in writing with Debtor that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an Indemnified Person hereunder.

Indemnity. Royalty Flow agrees to defend, The Issuer shall indemnify the Indenture Trustee (and hold harmless Escrow Agent and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, employees and agents) for, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) hold it harmless from and against against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or demand, expense (including reasonable attorney’s fees (collectively “Expenses”)and expenses and the costs and expenses of enforcing the Issuer’s indemnification and contractual obligations hereunder) incurred by it without negligence or bad faith on its part, made by any third party due to or arising out of or in connection with the acceptance or administration of this Agreement Master Indenture and its duties under this Master Indenture and any Series Supplement and the Securities, including the costs and expenses of defending itself against any claim or which arise directly liability and of complying with any process served upon it or indirectly by virtue any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderAdjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that no Escrow Agent Indemnified Party failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to indemnity in case retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such Escrow Agent Indemnified Party’s gross counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsbad faith.

Indemnity. Royalty Flow agrees to defendEach Loan Party jointly and severally shall indemnify Lender, indemnify its Affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directorsmembers, officers, employees, service providers, advertisers, affiliates, officersAffiliates, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively collectively, the “Escrow Agent Indemnified PartiesPersons”) from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel, made allocable costs of in-house counsel, and in-house diligence fees and expenses) which may be imposed on, incurred by or asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case foregoing arises out of such Escrow Agent Indemnified Party’s the gross negligence or willful misconductmisconduct of an Indemnified Person. This indemnity shall includeIf any Indemnified Person uses in-house counsel for any purpose for which any Loan Party is responsible to pay or indemnify, Borrower expressly agrees that its indemnification obligations include reasonable charges for the costs allocable for such work of such in-house counsel. Lender agrees to give each Loan Party reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 15.4, and Lender may elect (but is not limited toobligated) to direct the defense thereof, all Expenses incurred provided that the selection of counsel shall be subject to Loan Parties’ consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may, in conjunction its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that respect thereto as may be directed necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to Escrow Agent Indemnified undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Loan Parties. It shall also include any action(s) by a governmental or trade association authority seeking ’ insurer to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defensedeny coverage; provided however, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent that Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Loan Party has paid to Lender pursuant to the indemnity set forth in this Section 15.4, then Lender shall promptly pay to such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Loan Party the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow agrees To the fullest extent permitted by law, Tenant shall indemnify, defend (with counsel reasonably acceptable to defend, indemnify the Landlord) and hold harmless Escrow Agent the Landlord and Escrow Agent’s related entitiesits elected and appointed officers, directorsofficials, employees, service providersagents and representatives (all of the foregoing, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively the “Escrow Agent Indemnified PartiesIndemnitees”) harmless from and against all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) (all of the foregoing, collectively “Claims”) arising from or in connection with any lossof the following, liabilitywhich occurred during the Term: (i) the operation or management of the Premises, claim(ii) any work or thing done on or in the Premises, (iii) any condition of any alteration or addition constructed by Tenant on the Premises, including FF&Es, (iv) any breach or default by Tenant in the performance of any covenant or agreement to be performed by Tenant pursuant to the terms of this Agreement, (v) any negligence of Tenant, or demandany of its agents, including contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to any person in or on the Premises and (vii) any failure to comply with Applicable Law. In the event any such action or proceeding is brought against the Landlord by reason of any such Claim, Tenant, upon notice from the Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to the Landlord. If an insurer under insurance required to be maintained by Tenant hereunder shall undertake to defend the Landlord under a reservation of rights with respect to ultimate coverage and the Landlord shall reasonably deem it necessary to retain independent counsel with respect to such matter, Tenant shall pay the reasonable attorney’s fees (collectively “Expenses”), made by of such counsel. The obligations of Tenant under this Article VIII do not apply to any third party due Claim or other matter to or arising out of this Agreement or which arise directly or indirectly by virtue the extent such arises as a result of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of the Indemnitees. This indemnity Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena survive the expiration or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive earlier termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow agrees to defend(a) The Issuer shall indemnify, indemnify defend and hold harmless Escrow Agent the Security Trustee (and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, representatives and agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against against, any loss, liability, claim, liability or demand, expense (including reasonable attorney’s legal fees (collectively “Expenses”), made and expenses) incurred by any third party due to it without negligence or arising out bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the Issuer of any claim for which arise directly indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or indirectly by virtue actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the Escrow Agent’s undertaking claim or agree to serve as Escrow Agent hereunder; providedany settlement without the written consent of the Issuer, however, that no Escrow Agent Indemnified Party which consent shall not be entitled unreasonably withheld. The Issuer shall not be required to indemnity in case of such Escrow Agent Indemnified Party’s gross reimburse any expense or indemnify against any loss or liability incurred by the Security Trustee through negligence or willful misconductbad faith. This indemnity shall includeThe Issuer may, but is not limited toin its sole discretion and at its expense, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of the claim including, designating counsel for the Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim or action claim; provided that (i) the Issuer may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the Issuer shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Security Trustee are in conflict with those of the Issuer and (iii) the indemnified person shall have the right to disapprove the counsel designated by the Issuer which disapproval shall not be unreasonably given. (b) The Issuer shall within ten (10) Business Days after demand pay to the Security Trustee the amount of any and all negotiations for settlement or compromisereasonable expenses, including the reasonable fees and to select or approve defense counsel, expenses of its counsel and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claimexperts and agents, actionthat the Security Trustee may incur in connection with (i) the administration of this Agreement (in accordance with fee arrangements agreed between the Security Trustee and the Issuer), settlement(ii) the custody, preservation, use or operation of, or compromise negotiationsthe sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Security Trustee or any other Secured Party against the Issuer or any Grantor hereunder or (iv) the failure by the Issuer or any Grantor to perform or observe any of the provisions hereof.

Indemnity. Royalty Flow A. In addition to the payment of expenses pursuant to Section 8.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defenddefend (subject to Indemnitees’ selection of counsel), indemnify indemnify, pay and hold harmless Escrow Agent each of the Arrangers and Escrow Agent’s related entitiesAgents, each Fronted LC Issuing Bank and each Lender, and the respective partners, officers, directors, employees, service providers, advertisers, affiliates, officers, agents, attorneys, other advisors and partners affiliates of each of the Arrangers and third-party service providers each of the Agents, each Fronted LC Issuing Bank and each Lender (collectively called the “Escrow Agent Indemnified PartiesIndemnitees”) ), from and against any lossand all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are determined by a final, liabilitynon-appealable judgment of a court of competent jurisdiction to (i) arise from the gross negligence, claimbad faith or willful misconduct of that Indemnitee or any of its Related Indemnitees (as defined below), (ii) result from a material breach by such Indemnitee of its obligations hereunder (as determined pursuant to a claim made by the Borrower) or (iii) arise from any dispute solely among Indemnitees other than any claims against any Agent or Arranger in its capacity, or demandin fulfilling its role, as an agent, arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates. As used herein, (i) “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including reasonable attorney’s fees (collectively “Expenses”natural resource damages), made penalties, actions, judgments, suits, claims (including Environmental Claims), costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any third Person, whether or not any such Indemnitee shall be designated as a party due or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement Agreement, any Letter of Credit or which arise the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make any Credit Extension hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents, but shall not include Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim) and (ii) “Related Indemnitee” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (3), acting on behalf of or at the instructions of such Indemnitee, Controlling Person or such Controlled Affiliate. As used in this Section 8.3A, “Control” means the possession, directly or indirectly by virtue indirectly, of the Escrow Agent’s undertaking power to serve as Escrow Agent hereunder; provideddirect or cause the direction of the management or policies of a Person, howeverwhether through the ability to exercise voting power, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence by contract or willful misconductotherwise, and the terms “Controlling” and “Controlled” have meanings correlative thereto. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with If any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action proceeding is commenced as to which any of the Indemnitees proposes to demand indemnification, such Indemnitees shall notify the Borrower with reasonable promptness; provided that any failure to so notify the Borrower shall not relieve any Credit Party from its obligations hereunder except to the extent such failure materially and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in adversely affects the defense of any such claim, action, settlement, or compromise negotiationsBorrower.

Indemnity. Royalty Flow agrees to defendEach Borrower jointly and severally shall indemnify Lender, indemnify its affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directorsmembers, officers, employees, service providers, advertisers, affiliates, officers, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively “Escrow Agent Indemnified Parties”collectively, the "INDEMNIFIED PERSONS") from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, made incurred by or asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agent’s undertaking foregoing arises out of the gross negligence or willful misconduct of such Indemnified Person. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to serve pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 12.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower's consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may, in its reasonable discretion and with Borrower's consent, take such actions as Escrow Agent hereunderit deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an "INSURED EVENT"), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower's insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Lender shall promptly pay to such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Borrower the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow A. In addition to the payment of expenses pursuant to Section 9.2, the Issuer agrees to defenddefend (subject to Indemnitees’ selection of counsel), indemnify indemnify, pay and hold harmless Escrow Agent each Note Holder and Escrow Agent’s related entitiesits Affiliates and its respective officers, directors, employees, service providersbeneficiaries, advertisers, affiliates, officers, agents, shareholders and partners and third-party service providers agents (collectively called the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all other Indemnified Liabilities; provided that the Issuer shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (i) the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction or (ii) a dispute among Indemnitees not arising from the actions or omissions of the Issuer. In no event shall any Indemnitee be liable to the Issuer for any consequential, liabilityindirect, special or punitive damages other than payable with respect to a third party claim. B. As used herein, “Indemnified Liabilities” means any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation, or demandother response action necessary to remove, including reasonable attorney’s fees (collectively “Expenses”remediate, clean up, or a▇▇▇▇ any Hazardous Materials), made expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees, expenses and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any third Person, whether or not any such Indemnitee shall be designated as a party due or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), and whether based on any federal, state, or foreign Laws (including securities and commercial Laws and Environmental Laws), on common Law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.of:

Indemnity. Royalty Flow agrees to defend, Tenant shall indemnify Landlord against and hold Landlord harmless Escrow Agent from any and Escrow Agentall costs, claims or liability (“Claims”) arising from: (a) Tenant’s related entitiesuse of the Premises; (b) the conduct of Tenant’s business in the Premises or anything else done or permitted by Tenant to be done in or about the Premises, directorsincluding any contamination of the Premises or any other property resulting from the presence or use of Hazardous Material caused or permitted by Tenant; (c) any breach or default in the performance of Tenant’s obligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under this Lease; or (e) other negligent or willful acts or omissions of Tenant. Tenant shall defend Landlord against any such cost, employeesclaim or liability at Tenant’s expense with counsel reasonably acceptable to Landlord. As a material part of the consideration to Landlord, service providers, advertisers, affiliates, officers, agentsTenant assumes all risk of damage to property or injury to persons in or about the Premises arising from any cause, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and Tenant hereby waives all Claims in respect thereof against Landlord, except for any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or Claim arising out of this Agreement Landlord’s or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross any Landlord parties’ negligence or willful misconduct. This indemnity As used in this Section, the term “Tenant” shall includeinclude Tenant’s employees, but agents, contractors, invitees and guests, if applicable. Landlord hereby indemnifies, defends, protects and holds Tenant harmless from any claim to any property to the extent such claim is not limited tocovered by such insurance (or would have been covered if Landlord had carried the insurance required hereunder), even if resulting from the negligent acts, omissions, or willful misconduct of the Tenant and for a breach of this Lease by Landlord. Notwithstanding anything in this Lease to the contrary, nothing in this Lease shall impose any obligations upon Landlord or Tenant to be responsible or liable for, and each hereby releases the other from all Expenses liability for, consequential damages, other than those consequential damages incurred by Landlord in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena (i) a holdover of the Premises by Tenant after the expiration or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive earlier termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromiseLease, and to select (ii) any repair, physical construction or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent improvement work performed by or on behalf of Tenant in the defense of any such claim, action, settlement, or compromise negotiationsProject.

Indemnity. Royalty Flow agrees to defend, Supplier shall indemnify and hold Apple, Apple Affiliates and Apple Personnel harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any losscosts, liability, claimdamages and fees (including attorney and other professional fees) attributable to any claims or allegations that: (i) the Goods, or demandany portion thereof, including reasonable attorneyor the incorporation or use of the Goods in Apple products, directly or indirectly infringes any third-party’s fees Intellectual Property Rights; (collectively “Expenses”)ii) the Goods, made by or Apple Equipment (in Supplier’s possession) caused injury or damages; or (iii) arise or are alleged to have arisen as a result of negligent, reckless, and/or intentional acts or omissions of Supplier or Supplier Personnel or [CONFIDENTIAL TREATMENT REQUESTED] of any third party due to or arising out term of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent(“Covered Claims”). Supplier shall provide all reasonable assistance, at [CONFIDENTIAL TREATMENT REQUESTED] expense, to Apple and to Apple’s undertaking to serve as Escrow Agent hereunder; providedcounsel, howeveradvisers, that no Escrow Agent Indemnified Party shall be entitled to indemnity and experts in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited responding to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or defending, and remedying the Covered Claim, including making deponents available, producing documents and other information to Apple, and if requested by Apple and if permitted under the Federal Rules of Civil Procedure or other applicable rules, Supplier shall participate as a third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Partiesintervenor in the proceeding. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty FlowIn addition, Supplier shall, upon Apple’s business and/or associated persons. These defenserequest, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control lead the defense of the Covered Claims, at [CONFIDENTIAL TREATMENT REQUESTED] expense, provided that Apple: (a) notifies Supplier promptly in writing of any such claims or allegations; (b) permits Supplier to respond to and defend the claim using mutually-agreed upon counsel; and (c) provides information and assistance reasonably necessary to enable Supplier to defend the claim, at [CONFIDENTIAL TREATMENT REQUESTED] expense. [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (a) Supplier shall not enter into any settlement that imposes any obligation on Apple without Apple’s prior written consent. Supplier shall not [CONFIDENTIAL TREATMENT REQUESTED] any settlement of such claim or action and all negotiations for settlement allegation [CONFIDENTIAL TREATMENT REQUESTED]. If Supplier does not agree that the claim or compromisesuit is fully covered by this indemnity provision, and then the parties agree to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent negotiate in good faith an equitable arrangement regarding the control of defense of the claim or suit and any such claim, action, settlement, or compromise negotiationssettlement thereof consistent with Supplier’s obligations hereunder.

Indemnity. Royalty Flow agrees Tenant shall indemnify, defend (by counsel reasonably acceptable to defendLandlord), indemnify protect and hold harmless Escrow Agent Landlord and Escrow AgentLandlord’s related entitiestrustees, directors, employees, service providers, advertisers, affiliates, officers, agents, employees, contractors, representatives, property managers, students and partners volunteers and third-party service providers their respective successors and assigns (collectively collectively, “Escrow Agent Indemnified PartiesLandlord’s Agents”) ), free and harmless from and against any lossand all claims, liabilityliabilities, claimpenalties, forfeitures, losses or demand, expenses (including reasonable attorneyattorneys’ and consultants’ fees and oversight and response costs) to the extent arising from (a) Environmental Activity by Tenant or Tenant’s fees Agents; or (collectively “Expenses”), made by b) failure of Tenant or Tenant’s Agents to comply with any third party due Environmental Law with respect to Tenant’s Environmental Activity; or arising out of this Agreement (c) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or which arise directly or indirectly by virtue attain full facility closure at the end of the Escrow AgentTerm as required pursuant to Section 12.10 below. Tenant’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity obligations hereunder shall include, but is not be limited to, the burden and expense of defending all Expenses incurred claims, suits and administrative proceedings (with counsel reasonably approved by Landlord), even if such claims, suits or proceedings are groundless, false or fraudulent; conducting all negotiations of any description; and promptly paying and discharging when due any and all judgments, penalties, fines or other sums due against or from Landlord or the Premises. Prior to retaining counsel to defend such claims, suits or proceedings, Tenant shall obtain Landlord’s written approval of the identity of such counsel, which approval shall not be unreasonably withheld, conditioned or delayed, in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena the event Tenant’s failure to surrender the Premises at the expiration or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive earlier termination of this Agreement. Escrow Agent reserves Lease free of Tenant’s Hazardous Materials prevents Landlord from reletting the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlementPremises, or compromise negotiationsreduces the fair market and/or rental value of the Premises or any portion thereof, Tenant’s indemnity obligations shall include all losses to Landlord arising therefrom.

Indemnity. Royalty Flow agrees to defendEach of the Parties shall jointly and severally indemnify, indemnify defend and hold save harmless the Escrow Agent and Escrow Agent’s related entitiesits affiliates and their respective successors, assigns, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers employees (collectively the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all losses, liabilitydamages, claimclaims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or demandexpenses (including the reasonable fees and expenses of in house or one outside counsel and experts and their staffs and all expense of document location, including reasonable attorney’s fees duplication and shipment) (collectively “ExpensesEscrow Agent Losses”), made by any third party due to or ) arising out of this Agreement or which arise directly or indirectly by virtue of in connection with (a) the Escrow Agent’s undertaking execution and performance of this Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to serve as Escrow Agent hereunder; provided, however, the extent that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s Losses have been caused by the bad faith, gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that misconduct of the Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process any such Indemnitee, or (b) its following any instructions or other directions from Buyer or Holdings, except to the extent that may be directed to its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive the termination of this Agreement. The Parties hereby grant the Escrow Agent reserves a lien on, right of set-off against and security interest in, the right to control Escrow Fund for the defense payment of any such reasonable claim or action for indemnification, expenses and all negotiations for settlement or compromiseamounts due hereunder. In furtherance of the foregoing, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Buyer and Holdings agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall be borne by the defense Party or Parties determined by a court of any competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such claimdetermination is made, action, settlement, then one-half by Buyer and one-half by Holdings. The provisions of this Section 8 shall survive the resignation or compromise negotiationsremoval of the Escrow Agent and the termination of this Agreement.

Indemnity. Royalty Flow agrees to defend, Subtenant shall indemnify and hold harmless Escrow Agent Sublandlord and Escrow Agent’s related entities, directorsthe Overlandlord and each of their agents, employees, service providersor invitees (collectively, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”"Agents") from and against any lossand all claims, liabilitysuits, claimdemands, damages, judgments, costs and expenses (collectively, "Claims") arising from (i) Subtenant's use of the Subleased Premises or any other part of the Building, (ii) the conduct of Subtenant's business, or demandany activity, including reasonable attorney’s fees (collectively “Expenses”)work or thing done, made permitted or suffered by any third party due to Subtenant in or arising out of this Agreement about the Subleased Premises or which elsewhere in the Building, unless such Claims are solely caused by or arise directly or indirectly by virtue of solely from the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross active negligence or willful misconductmisconduct of Sublandlord or its Agents, (iii) any breach or default in the performance of any obligation on Subtenant's part to be performed under the terms of this Sublease, or (iv) any negligence of Subtenant or any of Subtenant's Agents. This indemnity Subtenant shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification further indemnify and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control Sublandlord and/or the defense of any such claim or action Overlandlord (as the case may be) from and against all negotiations for settlement or compromisecosts, attorneys' fees, expenses and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent liabilities incurred in the defense of any such claimClaim or any action or proceeding brought thereon. Subtenant agrees that should any action or proceeding be brought against Sublandlord or the Overlandlord by reason of any such Claim, actionupon notice from Sublandlord or the Overlandlord, settlementSubtenant shall defend the same at Subtenant's expense by counsel reasonably satisfactory to Sublandlord or, if applicable, satisfactory to the Overlandlord. As a material part of the consideration to Sublandlord, Subtenant hereby assumes all risk of damage to property or injury to persons, in, upon or about the Subleased Premises arising from any cause except to the extent same results from the gross active negligence or willful misconduct of Sublandlord or its Agents, and Subtenant hereby agrees that Sublandlord shall not be liable for: (a) injury to Subtenant's business; or (b) any loss of income therefrom; or (c) damage to the goods, wares, merchandise or other property of Subtenant; or (d) injury to any person in or about the Subleased Premises or elsewhere in the Building, caused by or resulting from fire, steam, electricity, gas, water or rain, or compromise negotiationsthe breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether or not the said damage or injury results from conditions arising upon the Subleased Premises or upon other portions of the Building, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Subtenant. Sublandlord shall not be liable for any damages arising from any act, omission or negligence of the Overlandlord or any tenant of the Building. In the event that the ▇▇▇▇▇▇▇▇▇ has indemnification provisions which require the Sublandlord to indemnify the Overlandlord and said indemnification provision is invoked by the Overlandlord, then Subtenant shall indemnify Sublandlord pursuant to the provisions of the ▇▇▇▇▇▇▇▇▇ if the claim for indemnification relates to the acts or omissions of the Subtenant, or to the Subleased Premises, or to any use of the Subleased Premises, common areas or other areas by the Subtenant.

Indemnity. Royalty Flow agrees (a) Subject to defendSection 7(c), indemnify and hold harmless the Escrow Agent shall be liable for any losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigations, investigations, costs or expenses (including without limitation, the reasonable fees and Escrow Agent’s related entitiesexpenses of outside counsel and experts and all expenses of document location, directors, employees, service providers, advertisers, affiliates, officers, agents, duplication and partners and third-party service providers shipment) (collectively “Escrow Agent Indemnified PartiesLosses”) from and against any loss, liability, claim, of the Founder Group or demand, including reasonable attorney’s fees (collectively “Expenses”), made the Investor only to the extent such Losses are determined by any third party due a court of competent jurisdiction to or arising out of this Agreement or which arise directly or indirectly by virtue be a result of the Escrow Agent’s undertaking to serve as Escrow Agent hereundergross negligence or willful misconduct; provided, however, that no any liability of the Escrow Agent Indemnified Party with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort or otherwise is limited to and shall not exceed the aggregate value of the Founder Shares deposited with the Escrow Agent. (b) The Founder Group and the Investor shall jointly and severally indemnify and hold the Escrow Agent harmless from and against, and the Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent of the Escrow Agent’s liability described in Section 7(a). Notwithstanding the foregoing, and except as provided in Section 6, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be entitled to indemnity paid (or reimbursed, as applicable) in case equal shares by the members of such the Founder Group on the one hand and the Investor on the other hand. (c) The Escrow Agent Indemnified Party’s gross negligence shall not be liable for any incidental, indirect, punitive, special or willful misconduct. This indemnity shall includeconsequential damages of any nature whatsoever, including, but is not limited to, all Expenses incurred in conjunction with loss of anticipated profits, occasioned by a breach of any interpleader that Escrow Agent may enter into regarding provision of this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It even if apprised of the possibility of such damages. (d) This Section 7 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Agreement or the resignation, replacement or removal of the Escrow Agent reserves the right to control the defense of for any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsreason.

Indemnity. Royalty Flow (a) Assignor hereby indemnifies and agrees to defend, indemnify through attorneys reasonably acceptable to Assignee, and to hold harmless Escrow Agent Assignee and Escrow Agent’s related entitiesits respective successors, assigns, legal and beneficial owners, officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers employees (collectively “Escrow Agent Indemnified Assignee Parties”) from and against any lossand all reasonable costs, liability, claim, or demand, including reasonable attorney’s fees damages (collectively “Expenses”excluding consequential damages), made claims, expenses and liabilities which may at any time be asserted against or suffered by Assignee or the Assignee Parties as a result of or on account of any third party due to material breach by Assignee of any representation, warranty or arising out of covenant contained in this Agreement Agreement, or which arise directly or indirectly have arisen, under the Lease as a result of acts, omissions or events that occur prior to the Effective Date. Assignee hereby indemnifies and agrees to defend, through attorneys reasonably acceptable to Assignor, and to hold harmless Assignor and its respective successors, assigns, legal and beneficial owners, officers, directors, agents and employees (“Assignor Parties”) from and against any and all reasonable costs, damages (excluding consequential damages), claims, expenses and liabilities which may at any time be asserted against or suffered by virtue Assignor or the Assignor Parties as a result of or on account of any material breach by Assignee of any representation, warranty or covenant contained in this Agreement, or which arise or have arisen, under the Lease as a result of acts, omissions or events that occur on or after the Effective Date. (b) Assignee shall deliver to Assignor within three (3) business days after Assignee’s receipt thereof, or delivery thereof by Assignee, a copy of any default notice received from or delivered to Landlord under the Lease. Assignee agrees that in the event that Assignee defaults in any of its obligations under the Lease and demand is made upon Assignor to perform or cure such obligations that Assignee shall upon written request from Assignor made at any time after the expiration of any applicable grace period in connection with such default and prior to the cure thereof by Assignee: (i) reassign to Assignor, without recourse, representation or warranty, but free and clear of all liens and encumbrances, all of Assignee’s interest under the Lease and deliver the Premises to Assignor in the same condition as exists on the Effective Date, subject to normal wear and tear and loss by casualty or condemnation, (ii) transfer to Assignor free and clear of all liens and encumbrances any equipment or other personal property transferred to Assignee in connection with the assignment contemplated herein and assign to Assignor all of Assignee’s interest in any Tenant Improvements or Alterations, each with recourse, representation or warranty and (iii) transfer to Assignor without recourse, representation or warranty all service contracts or intangible personal property related to the leasehold interest or the operation of the Escrow Agent’s undertaking to serve Premises as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconducta collocation facility. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction In connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena such reassignment of the Lease to the Assignor, (y) Assignor shall have a right of reentry to the Premises to effectuate an orderly transition of the occupancy of the Premises, and (z) Assignor shall reimburse Assignee for any Security Deposit, whether in the form of cash or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include a letter of credit, held by Landlord, less any action(s) amounts which Landlord actually applies on account of defaults by a governmental or trade association authority seeking to impose criminal or civil sanctions Assignee under the Lease and any actual damages suffered by Assignor on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense account of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsdefaults by Assignee.

Indemnity. Royalty Flow Each Pledgor jointly and severally agrees (i) to defendindemnify, indemnify reimburse and hold harmless Escrow Agent the Pledgee and Escrow Agent’s related entitieseach other Secured Creditor and their respective successors, directorsassigns, employees, service providers, advertisers, affiliates, officers, agentsagents and affiliates (individually an “Indemnitee”, and partners and third-party service providers (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all obligations, liabilitydamages, claiminjuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or demandnature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorney’s attorneys’ fees (collectively “Expenses”)and expenses, made by any third party due to or in each case arising out of or resulting from this Agreement or which arise directly the exercise by any Indemnitee of any right or indirectly remedy granted to it hereunder or under any other Credit Documents (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by virtue reason of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). This indemnity In no event shall includethe Pledgee hereunder be liable, but is not limited toin the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), all Expenses incurred for any matter or thing in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena other than to account for monies or discovery process other property actually received by it in accordance with the terms hereof. If and to the extent that may be directed the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to Escrow Agent Indemnified Partiesmake the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. It The indemnity obligations of each Pledgor contained in this Section 11 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement continue in full force and Royalty Flow’s business and/or associated persons. These defenseeffect notwithstanding the full payment of all the Notes issued under the Credit Agreement, indemnification and hold harmless obligations will survive the full payment of all of the outstanding Intermediate Holdco Indebtedness, the termination of this Agreement. Escrow Agent reserves the right to control the defense all Letters of any such claim or action and all negotiations for settlement or compromiseCredit, and to select or approve defense counsel, the payment of all other Obligations and Royalty Flow agrees to fully cooperate with Escrow Agent in notwithstanding the defense discharge thereof and the occurrence of any such claim, action, settlement, or compromise negotiationsthe Termination Date.

Indemnity. Royalty Flow agrees to defend10.1 SynCardia shall indemnify, indemnify defend and hold harmless Escrow Agent Medtronic and Escrow Agent’s related entitiesits Affiliates, and their respective officers, directors, employees, service providersshareholders, advertisersagents and representatives (each, affiliatesa “Medtronic Indemnitee”), officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any lossand all losses, liabilitydamages, claimliabilities, or demandexpenses and costs, including reasonable attorney’s legal expense and attorneys’ fees (collectively “ExpensesLosses”), made to which any Medtronic Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any third party due (“Claims”) to the extent such Losses result from, or arising arise out of, SynCardia’s alleged negligence or breach of this Agreement including without limitation: infringement, misappropriation, product liability, and quality and performance-related claims associated with the Hall Valve. Medtronic shall notify SynCardia promptly after Medtronic becomes aware of any claim by any third party with respect to which Medtronic or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall any other Medtronic Indemnitee would be entitled to indemnity in case indemnification hereunder, shall permit SynCardia to assume direction and control of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination the defense of this Agreement. Escrow Agent reserves the Claim (including the right to control settle the defense of any such claim or action and all negotiations Claim solely for settlement or compromisemonetary consideration), and to select or approve defense counsel, and Royalty Flow agrees to fully shall cooperate with Escrow Agent as requested (at SynCardia’s expense) in the defense of the Claim. SynCardia shall have no indemnification obligation under this Section 10.1 with respect to amounts paid in settlement of any action with respect to a Claim, if such settlement is effected without SynCardia’s consent. SynCardia shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the applicable Medtronic Indemnitee(s) from all liability with respect thereto, that imposes any liability or obligation on any Medtronic Indemnitee or that acknowledges fault by any Medtronic Indemnitee; in each case, without the prior written consent of Medtronic. 10.2 SynCardia acknowledges and agrees that Medtronic has no obligation under this Agreement, and SynCardia hereby waives any right under any law to require Medtronic, to indemnify or defend SynCardia for any third party claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow Nippon Eurotec agrees that Natus has the right to defend, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents--------- or at its option to settle, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any lossNatus agrees, liabilityat its own expense, claimto defend or at its option to settle, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to claim, suit or arising out of this Agreement proceeding (collectively, "Action") brought against Nippon Eurotec alleging the Products infringe any patent, copyright or which arise directly or indirectly by virtue trademark in existence as of the Escrow Agent’s undertaking Effective Date, subject to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductthe limitations hereinafter set forth. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations Natus will survive termination of this Agreement. Escrow Agent reserves the right to have sole control the defense of any such claim Action or action and all negotiations for settlement or compromisenegotiations, and Natus agrees to select or approve defense counselpay, subject to the limitations hereinafter set forth, any final judgment entered against Nippon Eurotec on such issue in any such Action defended by Natus. Nippon Eurotec agrees that Natus will be relieved of the foregoing obligations unless Nippon Eurotec notifies Natus promptly in writing of such Action, gives Natus authority to proceed as contemplated herein, and Royalty Flow agrees gives Natus proper and full information and assistance to fully cooperate settle and/or defend any such Action. If it is adjudicatively determined, or if Natus believes, that the Products, or any part thereof, infringe any patent, copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then Natus may, at its election, option, and expense: (i) procure for Nippon Eurotec the right under such patent, copyright or trademark to sell or use, as appropriate, the Products or such part thereof; or (ii) replace the Products, or part thereof, with Escrow Agent in other noninfringing suitable Products or parts; or (iii) suitably modify the defense Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Nippon Eurotec for such Products less a reasonable amount for use and damage. Natus will not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any such claim, action, settlement, or compromise negotiationsreplaced Products.

Indemnity. Royalty Flow agrees to defendA. NextTraffic shall indemnify, indemnify defend and hold harmless Escrow Agent MegaMedia and Escrow Agent’s related entitiesits officers, directors, employees and agents (separately and collectively provided to as the "Indemnitees"), against and in respect of: i. All liabilities and other obligations of NextTraffic of any nature, whether accrued, absolute, contingent, or otherwise, arising out of acts or omissions of NextTraffic or its agents, employees, service providers, advertisers, affiliatesdirectors, officers, agentsrepresentatives, shareholders, members or contractors, in its performance of this Agreement. ii. Any and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against all liabilities, whether under the Securities Act of 1933, as amended, the securities act of any lossstate, or any other statute or common law or otherwise, arising out of the sale or disposition by NextTraffic of any of such securities in a manner contrary to the representations set forth herein. iii. Any claim, suit, obligation, liability, claimloss, damage, injury or expense, arising out of, connected with, related to, or demandresulting from any breach of any covenant, including reasonable attorney’s fees (collectively “Expenses”)representation, warranty or agreement made by NextTraffic in this Agreement. iv. All actions, suits, proceedings, demands, assessments, judgment, costs and expenses incident to any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking foregoing to serve as Escrow Agent hereunder; providedinclude, howeverwithout limitation, attorney's fees and costs for all proceedings, trials and appeals, whether incurred before, during or after trial or appeal. v. NextTraffic shall reimburse MegaMedia on demand for any payment made by it at any time in respect of any liability, obligation or claim to which the foregoing indemnity relates. Should any claim covered by the foregoing indemnity be asserted against MegaMedia, MegaMedia shall notify NextTraffic promptly and give it an opportunity to defend the same, and MegaMedia shall extend reasonable cooperation to NextTraffic in connection with such defense. In the event that no Escrow Agent Indemnified Party NextTraffic fails to defend the same within a reasonable time, MegaMedia shall be entitled to indemnity assume the defense thereof, and NextTraffic shall be liable to repay MegaMedia for all its expenses reasonably incurred in case connection with the defense (including reasonable attorneys' fees and settlement payments). vi. In the event NextTraffic does not reimburse MegaMedia as set forth above, then MegaMedia shall have a right to set off the amount of such Escrow Agent Indemnified Party’s gross negligence liability, obligation or willful misconduct. This indemnity claim, including MegaMedia's other expenses as set forth above, against monies or MegaMedia shares due NextTraffic by virtue of this or any other Agreement between MegaMedia and NextTraffic, such amounts being applied first to the next payment due and to each payment due thereafter until such amount is repaid to MegaMedia in full. B. MegaMedia shall includeindemnify, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification defend and hold harmless NextTraffic and its officers, directors, employees and agents (separately and collectively provided to as the "Indemnitees"), against and in respect of: i. All liabilities and other obligations will survive termination of MegaMedia of any nature, whether accrued, absolute, contingent, or otherwise, arising out of acts or omissions of MegaMedia or its agents, employees, directors, officers, representatives, shareholders, members or contractors, in its performance of this Agreement. ii. Escrow Agent reserves Any and all liabilities, whether under the Securities Act of 1933, as amended, the securities act of any state, or any other statute or common law or otherwise, arising out of the sale to NextTraffic by MegaMedia of any of such securities in a manner contrary to the representations set forth herein. iii. Any claim, suit, obligation, liability, loss, damage, injury or expense, arising out of, connected with, related to, or resulting from any breach of any covenant, representation, warranty or agreement made by MegaMedia in this Agreement. iv. All actions, suits, proceedings, demands, assessments, judgment, costs and expenses incident to any of the foregoing to include, without limitation, attorney's fees and costs for all proceedings, trials and appeals, whether incurred before, during or after trial or appeal. v. MegaMedia shall reimburse NextTraffic on demand for any payment made by it at any time in respect of any liability, obligation or claim to which the foregoing indemnity relates. Should any claim covered by the foregoing indemnity be asserted against NextTraffic, NextTraffic shall notify MegaMedia promptly and give it an opportunity to defend the same, and NextTraffic shall extend reasonable cooperation to MegaMedia in connection with such defense. In the event that MegaMedia fails to defend the same within a reasonable time, NextTraffic shall be entitled to assume the defense thereof, and MegaMedia shall be liable to repay NextTraffic for all its expenses reasonably incurred in connection with the defense (including reasonable attorneys' fees and settlement payments). vi. In the event MegaMedia does not reimburse NextTraffic as set forth above, then NextTraffic shall have a right to control set off the defense amount of such liability, obligation or claim, including NextTraffic's other expenses as set forth above, against monies due MegaMedia by virtue of this or any other Agreement between NextTraffic and MegaMedia, such claim or action and all negotiations for settlement or compromise, amounts being applied first to the next payment due and to select or approve defense counsel, and Royalty Flow agrees each payment due thereafter until such amount is repaid to fully cooperate with Escrow Agent NextTraffic in the defense of any such claim, action, settlement, or compromise negotiationsfull.

Indemnity. Royalty Flow agrees to defend15.1 INDEMNIFICATION BY DISTRIBUTOR FOR NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH. DISTRIBUTOR shall indemnify and hold harmless Escrow Agent L&I and Escrow Agent’s related entitiesits AFFILIATES and their licensors (including, directorsbut not limited to, BTG and its licensor) and their respective employees, service providers, advertisers, affiliatesagents, officers, agentsmanagers, and partners and third-party service providers directors and each of them (collectively “Escrow Agent an "L&I Indemnified Parties”Party") from and against any lossand all THIRD PARTY claims, liabilitycauses of action, claimlosses, or demand, damages and costs (including reasonable attorney’s fees 's fees) of any nature made or asserted against an L&I Indemnified Party or lawsuits or other proceedings filed or otherwise instituted against a L&I Indemnified Party, in each case by a THIRD PARTY (hereinafter individually and collectively “Expenses”(an) "L&I Loss(es), made by any third party due to ") resulting from or arising out of this Agreement the packaging, use, marketing or which sale by DISTRIBUTOR its AFFILIATES or their SUBDISTRIBUTORS of PRODUCT in the TERRITORY, but solely to the extent that such L&I Loss(es) arise directly out of or indirectly by virtue of result from the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross (i) negligence or willful misconductmisconduct of DISTRIBUTOR, or the breach by DISTRIBUTOR of any of its representations or warranties or obligations or covenants hereunder and/or (ii) the negligence or willful misconduct of or breach of obligations or covenants hereunder by AFFILIATES of DISTRIBUTOR or SUBDISTRIBUTORS of DISTRIBUTOR or its AFFILIATES in performing under or pursuant to or exercising rights under this AGREEMENT. 15.2 INDEMNIFICATION BY L&I FOR NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH. This indemnity L&I shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification indemnify and hold harmless obligations will survive termination DISTRIBUTOR and its AFFILIATES and their SUBDISTRIBUTORS, and their respective employees, agents, officers, managers, partners and directors and each of this Agreement. Escrow Agent reserves the right to control the defense them (a "DISTRIBUTOR Indemnified Party") from and against any and all THIRD PARTY claims, causes of action, losses, damages and costs (including reasonable attorney's fees) of any such claim nature made or action asserted against a DISTRIBUTOR Indemnified Party, in each case by a THIRD PARTY (hereinafter individually and all negotiations for settlement collectively (a) "DISTRIBUTOR Loss(es)" resulting from or compromisearising out of the manufacture, and to select use, marketing or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent sale of PRODUCT in the defense TERRITORY but solely to the extent that such DISTRIBUTOR Loss(es) arise out of or result from (i) the negligence or willful misconduct of L&I, or the breach by L&I of any such claim, action, settlement, of its representations or compromise negotiationswarranties or obligations or covenants hereunder and/or (ii) the negligence or willful misconduct of or breach of obligations or covenants hereunder by AFFILIATES of L&I in performing under or pursuant to or exercising rights under this AGREEMENT.

Indemnity. Royalty Flow (a) The Issuer and the Indenture Trustee, but only to the extent of the assets in the Trust Estate and without personal recourse to them, agrees to defendthat it shall pay and shall protect, indemnify and hold save harmless Escrow Agent the Issuer Administrator and Escrow Agentthe Issuer Administrator’s related entitiesdirectors, directorsofficers, employees, service providers, advertisers, affiliates, officers, agentsagents and servants, and partners and third-party service providers all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator (collectively each of the foregoing an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all losses, liabilityliabilities (including liabilities for penalties), claimactions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or demandforeign securities laws, including reasonable attorney’s fees rules or regulations) arising from or relating to this Agreement and the transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the foregoing being collectively referred to as “ExpensesIndemnified Amounts”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedexcluding, however, that no Escrow Agent Indemnified Party Amounts resulting from the negligence or misconduct of the Issuer Administrator in performing its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer and the Indenture Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnity in case indemnification hereunder. (b) The Issuer Administrator agrees that it shall pay and shall protect, indemnify and save harmless the Issuer, Delaware Trustee, Indenture Trustee and Eligible Lender Trustee and their directors, officers, employees, agents and servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with them (each of such Escrow Agent the foregoing an “Indemnified Party’s gross negligence Person”) from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or willful misconduct. This indemnity shall includeforeign securities laws, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena rules or discovery process that may be directed regulations) arising from or relating to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated personsthe transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the foregoing being collectively referred to as “Indemnified Amounts”); excluding, however, Indemnified Amounts resulting from the negligence or misconduct of the Indemnified Persons in performing their obligations under this Agreement. These defenseIf any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification and hold harmless obligations will hereunder. (c) This Section 18 shall survive the termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow Each Pledgor jointly and severally agrees (i) to defend, indemnify and hold harmless Escrow Agent the Pledgee, each Secured Creditor that is an indemnitee under Section 6 of Annex N to the U.S. Security Agreement and Escrow Agent’s related entitiestheir respective successors, directorsassigns, employees, service providers, advertisers, affiliates, officers, agentsagents and servants (individually an “Indemnitee”, and partners and third-party service providers (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all claims, liabilitydemands, claimlosses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or demandnature, and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, including reasonable attorney’s fees (collectively “Expenses”)attorneys’ fees, made by any third party due to or in each case arising out of or resulting from this Agreement or which arise directly the exercise by any Indemnitee of any right or indirectly remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, demands, losses, judgments and liabilities (including liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by virtue reason of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee). This indemnity In no event shall includeany Indemnitee hereunder be liable, but is not limited toin the absence of gross negligence or willful misconduct on its part, all Expenses incurred for any matter or thing in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena other than to account for monies or discovery process other property actually received by it in accordance with the terms hereof. If and to the extent that may be directed the obligations of any Pledgor under this Section 11 are unenforceable for any reason, each Pledgor hereby agrees to Escrow Agent Indemnified Partiesmake the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. It The indemnity obligations of each Pledgor contained in this Section 11 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement continue in full force and Royalty Flow’s business and/or associated persons. These defenseeffect notwithstanding the full payment of all the Notes issued under the Credit Agreement, indemnification and hold harmless obligations will survive the termination of this Agreement. Escrow Agent reserves all Interest Rate Agreements and Letters of Credit, the right to control full repayment of all the defense outstanding Senior Secured Notes and the payment of any such claim or action all other Obligations and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in notwithstanding the defense of any such claim, action, settlement, or compromise negotiationsdischarge thereof.

Indemnity. Royalty Flow The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Company agrees to defend, indemnify and hold harmless Escrow the Warrant Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and save it harmless against any and all liabilities loss, liabilitydamage, judgment, fine, penalty, claim, or demand, settlement, reasonable cost or expense that is paid, incurred or to which it becomes subject, including judgments, costs and reasonable attorneycounsel fees, for anything done or omitted by the Warrant Agent for any action taken, suffered or omitted to be taken by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement, except (i) as a result of the Warrant Agent’s fees gross negligence, willful misconduct or bad faith (collectively “Expenses”in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction); or (ii) any Tax imposed on or calculated as a result of the net income received or receivable by the Warrant Agent under applicable law. Notwithstanding anything in this Agreement to the contrary, made by in no event shall the Warrant Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any third party due kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Notwithstanding anything to or the contrary herein, any liability, other than liability arising out of or attributable to the Warrant Agent’s gross negligence, willful misconduct or bad faith (in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction) of the Warrant Agent under this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled limited to indemnity in case the amount of such Escrow fees (but not including any reimbursed costs) paid by the Company to the Warrant Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsbeing sought.

Indemnity. Royalty Flow Debtor hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers representatives (collectively each an “Escrow Agent Indemnified Parties”) ln indemnified Person” from and against any lossand all liabilities, liabilityobligations claims, claimlosses, damages, penalties, actions judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Indebtedness (including, for the avoidance of doubt, any Bank Product) or the Collateral (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees actions and/or inactions in connection with the Loan Documents). WITHOUT LIM ITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S (collectively “Expenses”), made by GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedalleged gross negligence or willful misconduct, however, or (b) Lender has expressly agreed in writing with Debtor that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Section shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an indemnified Person hereunder.

Indemnity. Royalty Flow agrees to defend, The Issuer shall indemnify the Indenture Trustee (and hold harmless Escrow Agent and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, employees and agents) for, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) hold it harmless from and against against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or demand, expense (including reasonable attorney’s fees (collectively “Expenses”)and expenses) incurred by it without negligence or bad faith on its part, made by any third party due to or arising out of or in connection with the acceptance or administration of this Agreement Master Indenture and its duties under this Master Indenture and any Series Supplement and the Equipment Notes, including the costs and expenses of defending itself against any claim or which arise directly liability and of complying with any process served upon it or indirectly by virtue any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Manager, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderAdjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that no Escrow Agent Indemnified Party failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to indemnity in case retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such Escrow Agent Indemnified Party’s gross counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsbad faith.

Indemnity. Royalty Flow agrees to defend11.1 Novartis shall indemnify, indemnify defend and hold harmless Escrow Agent and Escrow Agent’s related entitiesEmisphere, its affiliates, agents, directors, employees, service providers, advertisers, affiliates, officers, agents, officers and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) employees from and against any loss, liabilitydamage, claimaction, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or demand(iv) the breach by Novartis of any warranty, including reasonable attorney’s fees (collectively “Expenses”)representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any third party due Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking manufacture Commercial Carrier supplied to serve as Escrow Agent hereunder; providedNovartis hereunder in accordance with applicable law and specifications, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party(iii) Emisphere’s gross negligence or willful misconduct. This indemnity shall include, but is not limited toor (iv) the breach by Emisphere of any warranty, all Expenses incurred representation, covenant or agreement made by Emisphere in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves , except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to control settle the defense of any such claim or action and all negotiations solely for settlement or compromisemonetary consideration), and to select or approve defense counsel, and Royalty Flow agrees to fully shall cooperate with Escrow Agent as requested (at the expense of the Indemnifying Party) in the defense of any such the claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow (1) The Sub Merchant hereby undertakes and agrees to defendindemnify the Master Merchant, the Facility Providers and the Acquiring Banks and hold Master Merchant, the Facility Providers and the Acquiring Banks harmless and keep the Master Merchant, the Facility Providers and the Acquiring Banks at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of the Master Merchant, the Facility Providers and the Acquiring Banks on a solicitor / attorney and own client basis), awards, damages, losses and/or expenses however arising directly or indirectly as a result of: a. any breach or non-performance by the Sub Merchant of any of the Sub Merchant’s undertakings, warranties, covenants, declarations or obligations under this Agreement; or b. any claim or proceeding brought by the Customer or any other person against the Master Merchant, the Facility Providers and the Acquiring Banks in respect of any services offered by the Sub Merchant; or c. any act, neglect or default of the Sub Merchant’s agents, employees, licensees or customers; or d. any loss or liability arising to the Master Merchant or the Acquiring Banks or the Facility ProvidersBanks in respect of any services offered by the Sub Merchant; or e. any claim by any other party against the Master Merchant, the Facility Providers and the Acquiring Banks arising from sub-clause (a), (b),(c) or (d) above. (2) The Sub Merchant shall also fully indemnify and hold harmless Escrow Agent the Master Merchant, the Facility Providers and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and the Acquiring Banks against any loss, costs, expenses, demands or liability, claimwhether direct or indirect, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement a claim by a third party that the Sub Merchant’s services infringes any intellectual or which arise directly industrial property rights of that third party. (3) The Sub Merchant shall also fully indemnify and keep indemnified the Master Merchant, the Facility Providers and the Acquiring Banks from all loss that the Master Merchant, the Facility Providers and the Acquiring Banks may incur as a consequence of any failure whether temporary or indirectly by virtue permanent of the Escrow Agent’s undertaking Payment Mechanism (as modified from time to serve as Escrow Agent hereunder; providedtime). (4) In the event of the Master Merchant, howeverthe Facility Providers and the Acquiring Banks being entitled to be indemnified pursuant to the provisions of this Agreement, that no Escrow Agent Indemnified Party the Master Merchant shall be entitled to indemnity accordingly and to such extent debit the Sub Merchant's Account with the Master Merchant irrespective of any dispute that the Sub Merchant may have in case respect of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred payment. (5) The indemnities under this Article are in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed addition to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking and without prejudice to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between the indemnities given elsewhere in this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will all the indemnities provided herein shall survive the termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Indemnity. Royalty Flow The Pledgor agrees (i) to defendindemnify, indemnify reimburse and hold harmless Escrow Agent the Pledgee and Escrow Agent’s related entitiesits respective successors, directorsassigns, employees, service providers, advertisers, affiliates, officers, agentsagents and affiliates (individually an “Indemnitee”, and partners and third-party service providers (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all obligations, liabilitydamages, claiminjuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or demandnature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorney’s attorneys’ fees (collectively “Expenses”)and expenses, made by any third party due to or in each case arising out of or resulting from this Agreement or which arise directly the exercise by any Indemnitee of any right or indirectly remedy granted to it hereunder or under any other secured debt agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by virtue reason of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). This indemnity In no event shall includethe Pledgee hereunder be liable, but is not limited toin the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), all Expenses incurred for any matter or thing in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena other than to account for monies or discovery process that may be directed to Escrow Agent Indemnified Partiesother property actually received by it in accordance with the terms hereof. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, If and to select or approve defense counselthe extent that the obligations of the Pledgor under this Section 11 are unenforceable for any reason, and Royalty Flow the Pledgor hereby agrees to fully cooperate with Escrow Agent make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of the Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the defense full payment of any such claim, action, settlement, or compromise negotiationsall Secured Obligations and notwithstanding the discharge thereof.

Indemnity. Royalty Flow (a) The DNC agrees to defendindemnify the Expert against all liabilities, indemnify damages, losses, costs and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers expenses (collectively “Escrow Agent Indemnified Parties”including legal expenses) from and against which the Expert may incur as a result of any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”)action or suit that may be made against the Expert, made by any third party due to or arising out except as a result of breach of this Agreement or which arise directly other unlawful conduct by the Expert or indirectly by virtue any of the Escrow AgentExpert’s undertaking employees or subcontractors. (b) The Expert agrees to serve as Escrow Agent hereunder; providedindemnify the DNC and its employees and agents against all liabilities, howeverdamages, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence losses, costs and expenses (including legal expenses) from any claim, demand, action or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process suit that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by made against the DNC as a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between result of breach of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination or other unlawful conduct by the Expert or any of this Agreement. Escrow Agent reserves the right Expert's employees or subcontractors; provided that the Expert shall not be liable to control the defense DNC for losses resulting from negligence in anything done or omitted to be done in the conduct of any such claim adjudication. CONFLICT OF INTEREST POLICY A conflict of interest arises where a mediator or action expert has an interest which conflicts (or might conflict, or might be perceived to conflict) with the interests of the DNC in providing a fair, impartial and all negotiations effective domain name dispute resolution service. While the conflict of an interest in itself is unlikely to be improper, it could lead to improper conduct or allegations of such. In determining whether a conflict is present or not, there are two questions to ask: ▪ Would a reasonably informed objective observer infer from the circumstances that the mediator or expert’s professional judgement is likely to be compromised in either mediating or adjudicating the dispute? ▪ Does the interest create an incentive (or a perception of an incentive) for settlement the mediator or compromiseexpert to act in a way that would be contrary to the objectives of a fair, impartial and effective dispute resolution process? If the answer to either question is 'yes', a conflict of interest exists. The conflict may be more perceived than actual. Whether or not the mediator or expert would actually be compromised or act on the incentive is irrelevant. The processes of the DRS must be fair and ethical, and must be very clearly seen to select be so. Even where the conflict of interest is able to be managed for the period that the mediator or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent expert is involved in the defense of any such claimdispute, action, settlement, it is better that it is avoided and the dispute is assigned to another mediator or compromise negotiationsexpert.

Indemnity. Royalty Flow agrees to defend(a) The Borrower shall indemnify the Administrative Agent, indemnify each Lead Arranger and hold harmless Escrow Agent each Lender, and Escrow Agent’s related entitieseach Affiliate of each of the foregoing, and their respective directors, employees, service providers, advertisers, affiliates, officers, agentsemployees and agents (each such Person being called an "Indemnitee") from, and partners hold each Indemnitee harmless against, any and third-party service providers all losses, liabilities, claims or damages (collectively “Escrow Agent Indemnified Parties”including reasonable legal fees and expenses) to which any Indemnitee may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from and against (i) any loss, liability, claim, investigation, litigation or demandproceeding (including any threatened claim, investigation, litigation or proceeding) relating to this Agreement, any Loan or any other Loan Document (whether or not such Indemnitee is a party thereto) or (ii) any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any extension of credit by any Lender hereunder, and the Borrower shall reimburse each Indemnitee upon demand for any expenses (including reasonable attorney’s fees legal fees) incurred in connection with any such claim, investigation, litigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses (collectively “Expenses”)A) incurred by reason of the gross negligence, made willful misconduct or unlawful conduct of such Indemnitee or (B) incurred by any third party due Defaulting Lender to the extent directly arising from or arising out caused by the conduct, acts, omissions or events of this Agreement or which arise directly or indirectly by virtue applicable to such Defaulting Lender that were the cause of the Escrow Agent’s undertaking to serve as Escrow Agent hereundersuch Lender's becoming a Defaulting Lender; provided, however, that no Escrow Agent Indemnified Party nothing herein shall be entitled deemed to indemnity in case limit the Borrower's payment obligations under any other provision of this Agreement or any other Loan Document as a result of such Escrow Lender's becoming a Defaulting Lender. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RESULTING FROM THE SOLE OR CONCURRENT ORDINARY NEGLIGENCE OF SUCH INDEMNITEE. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER OBLIGATIONS OF THE BORROWER HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, THE OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 11.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PAYMENT OF THE OTHER OBLIGATIONS OR THE ASSIGNMENT OF THE NOTES. (b) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Indemnified Party’s gross negligence under Section 11.03 or willful misconduct. This paragraph (a) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; 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 in its capacity as such. (c) To the extent permitted by applicable law, neither any party hereto nor any of their respective directors, officers, employees and agents shall includeassert, but is not limited toand each hereby waives, all Expenses incurred any claim against any other such Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in conjunction with any interpleader that Escrow Agent may enter into regarding connection with, or as a result of, this Agreement and/or third-party subpoena or discovery process that may be directed any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby, any Loan or the use of the proceeds thereof (it being understood that, to Escrow Agent Indemnified Parties. It shall also include the extent any action(sIndemnitee suffers any such special, indirect, consequential or punitive damages, your indemnification obligations set forth in the paragraph (a) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense Section shall apply). (d) All amounts due under this Section 11.04 and under Section 11.03 shall be payable not later than ten Business Days after written demand therefor and presentation of any such claim or action and all negotiations for settlement or compromise, and documents required to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent be delivered in the defense of any such claim, action, settlement, or compromise negotiationsconnection therewith.

Indemnity. Royalty Flow (a) Each Lender severally agrees to defend, indemnify and hold harmless Escrow the Administrative Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”to the extent not promptly reimbursed by the Borrower) from and against such Lender's Applicable Percentage of any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by asserted against the Administrative Agent in any third party due way relating to or arising out of this Agreement the Loan Documents or which arise directly any action taken or indirectly omitted by virtue of the Escrow Agent’s undertaking to serve as Escrow Administrative Agent hereunderunder the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Escrow Agent Indemnified Party Lender shall be entitled liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments' suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each ▇▇▇▇▇▇ agrees to indemnity in reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.05, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Article IX applies whether any such Escrow Agent Indemnified Partyinvestigation, litigation or proceeding is brought by any Lender or any other Person. (b) Each Lender severally agrees to indemnify the L/C Issuers (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Applicable Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any L/C Issuer in any way relating to or arising out of the Loan Documents or any action taken or omitted by any L/C Issuer under the Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any L/C Issuer’s gross negligence or willful misconductmisconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. This indemnity shall includeWithout limitation of the foregoing, but each Lender agrees to reimburse the L/C Issuers promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.05, to the extent that any such L/C Issuer is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) promptly reimbursed for such costs and expenses by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsBorrower.

Indemnity. Royalty Flow agrees (a) Subject to defendSection 8(c) below, indemnify and hold harmless each of the Escrow Agent and Escrow Agent’s the 104H Trustee (severally in respect of itself and its actions) shall be liable for any and all losses, damages, claims, costs, charges, penalties and related entitiesinterest, directorscounsel fees and expenses, employeespayments, service providersexpenses and liability (collectively, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “ExpensesLosses”), made only to the extent such Losses are determined by any third party due a court of competent jurisdiction to be a result of its own gross negligence, bad faith or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderwillful misconduct; provided, however, that no any liability of the Escrow Agent Indemnified will be limited in the aggregate to the aggregate value of the Escrowed Earnout Shares deposited with the Escrow Agent and any liability of the 104H Trustee will be limited in the aggregate to the aggregate value of the 104H Earnout Shares deposited with the 104H Trustee. (b) The Parties shall jointly and severally indemnify and hold the Escrow Agent harmless from and against, and the Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a result of the Escrow Agent’s own gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction). Notwithstanding the foregoing, and except as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any particular Party, one-third by each of the DEAC Founder Group, DraftKings and the SBT Earnout Group (and each such Party shall be entitled reimburse any of the other Parties that has paid more than its one-third share, so that the each of them bears one-third of any such cost); and (b) in the event that the Agent Claim is attributable to indemnity the actions or inactions of a certain Party, by such Party (and such Party shall reimburse the other Parties, in case the event that such other Party(ies) has made indemnification payments under this Section 8(b) in respect of such Agent Claim). (c) Notwithstanding anything in this Agreement to the contrary, none of the Parties, the Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity the 104H Trustee shall includebe liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but is not limited to, all Expenses incurred in conjunction with loss of anticipated profits, occasioned by a breach of any interpleader that Escrow Agent may enter into regarding provision of this Agreement and/or third-even if apprised of the possibility of such damages. (d) In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party subpoena or discovery process that may be directed required to Escrow Agent Indemnified Partiesindemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion in writing after it becomes aware, and shall keep the other party advised with respect to all developments concerning such claim; provided, that failure to give prompt notice shall not relieve the indemnifying party of any liability to the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action has been materially prejudiced by the indemnified party’s failure to timely give such notice. It The indemnifying party shall also include have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party unless such claim is (i) brought by the indemnifed party or (ii) the indemnified party reasonably determines that there may be a conflict of interest between the indemnified party and the indemnifying party in the defense of such claim and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any action(sclaim, make any compromise or take any action adverse to the indemnifying party in any case in which the indemnifying party may be required to indemnify it, except with the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed. (e) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between For the avoidance of doubt, this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will Section 8 shall survive termination of this Agreement. Agreement or the resignation, replacement or removal of the Escrow Agent reserves and/or the right to control the defense of 104H Trustee for any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsreason.

Indemnity. Royalty Flow The Borrower agrees to defendindemnify, indemnify defend and hold harmless Escrow Agent Concentration Bank and Escrow Agent’s related entitiesits affiliates, directors, officers, employees, service providers, advertisers, affiliates, officers, agents, successors and partners and third-party service providers assigns (collectively “Escrow Agent Indemnified Parties”each an "INDEMNITEE") from and against any lossand all liabilities, liabilitylosses, claimclaims, or demanddamages, demands, costs and expenses of every kind (including but not limited to costs incurred as a result of items being deposited in the Concentration Account and being unpaid for any reason, reasonable attorney’s 's fees (collectively “Expenses”), made and the reasonable charges of Concentration Bank's in-house counsel) incurred or sustained by any third party due to or Indemnitee arising out of this Agreement or which arise directly or indirectly by virtue Concentration Bank's performance of the Escrow Agent’s undertaking services contemplated by this Agreement, except to serve as Escrow Agent hereunder; providedthe extent such liabilities, howeverlosses, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case claims, damages, demands, costs and expenses are the direct result of such Escrow Agent Indemnified Party’s Concentration Bank's gross negligence or willful misconduct. This indemnity Compliance by Concentration Bank with its standard procedures for the services provided hereunder in all material respects shall includebe deemed to be the exercise of ordinary care by Concentration Bank, but is not limited to, provided that such standard procedures comply with all Expenses incurred in conjunction provisions of applicable law and good banking practices. Concentration Bank shall have no obligation to review or confirm that any actions taken pursuant to this Concentration Bank Agreement comply with the Borrower Security Agreement or any interpleader other agreement or document. The provisions of this Section shall survive termination of the Concentration Account. To the extent that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed the undertaking to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification indemnify and hold harmless obligations will survive termination of set forth in this Agreement. Escrow Agent reserves the right to control the defense Section may be unenforceable because it is violative of any such claim law or action public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all negotiations for settlement indemnified liabilities incurred by the Indemnitees or compromiseany of them. Each Indemnitee, as soon as reasonably practicable, shall notify the Borrower and the Agent of the commencement of any legal proceeding by a third Person under which any indemnified liability might arise. The Borrower shall have the option to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent participate in the defense of all claims under which any such claimindemnified liability might arise, action, settlement, or compromise negotiationsbut neither the Agent nor the Borrower shall have the option to compel any Indemnitee to employ counsel not of the Indemnitee's choosing.

Indemnity. Royalty Flow agrees to defend, MSC shall indemnify and hold harmless Escrow Agent CCP and Escrow Agent’s related entitiesUBS Capital and each of their respective partners, directors, employeesofficers, service providers, advertisersemployees and the stockholders, affiliates, officersdirectors, agentsofficers and employees of its partners (and representatives and agents of any of the foregoing designated by CCP or UBS Capital from time to time whether before or after the occurrence of the event giving rise to the claim for indemnity) (each such person entitled to indemnity hereunder being referred to as an "Indemnitee") harmless from any and all losses, costs, liabilities and partners and third-party service providers damages (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or attorneys' fees) arising out of or connected with, or claimed to arise out of or to be connected with, any act performed or omitted to be performed under this Agreement Agreement, provided such act or which arise directly or indirectly omission was taken in good faith by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s Indemnitee and did not constitute gross negligence or willful misconductmisconduct on the part of the relevant Indemnitee, and provided further only in the event of criminal proceedings, that the Indemnitee had no reasonable cause to believe the conduct of the Indemnitee was unlawful. This indemnity An adverse judgment or plea of NOLO CONTENDERE shall includenot, but is of itself, create a presumption that the Indemnitee did not limited to, all act Management Services Agreement ----------------------------- 5 in good faith or that the Indemnitee had reasonable cause to believe the conduct of the Indemnitee was unlawful. Expenses incurred in conjunction with defending any interpleader civil or criminal action arising out of or relating to any event or circumstance to which this indemnity shall apply shall be paid by MSC upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it be later shown that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena such Indemnitee was not entitled to indemnification. No Indemnitee shall be liable to MSC or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental of its affiliates, stockholders, directors, officers or trade association authority seeking to impose criminal employees or civil sanctions on any Escrow Agent Indemnified Parties based on a connection affiliates, stockholders, partners, directors, officers, employees, representatives or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense agents of any such claim of the foregoing or action and all negotiations any other person claiming through any of the foregoing for settlement any act or compromise, and to select omission by CCP or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent UBS Capital in the defense performance of any its duties hereunder or otherwise in relation hereto which was taken or omitted to be taken in good faith by such claim, action, settlement, Indemnitee and which did not constitute gross negligence or compromise negotiationswillful misconduct on the part of such Indemnitee.

Indemnity. Royalty Flow agrees to defendTenant shall indemnify each Landlord Party against, indemnify and hold each Landlord Party harmless Escrow Agent from, any and Escrow Agentall costs, claims or liability (including, but not limited to, costs, claims and liabilities incurred directly by each Landlord Party and/or relating to the property of each Landlord Party) arising from: (a) Tenant’s related entitiesuse of the Premises and the immediately adjacent sidewalks or loading areas; (b) the conduct of Tenant’s business or anything else done or permitted by Tenant to be done in or about the Premises; (c) any breach or default in the performance of Tenant’s obligations under this Lease; and (d) other acts or omissions of Tenant, directors, its employees, service providers, advertisers, affiliates, officers, agents, patrons or other invitees. As a material part of the consideration to Landlord, Tenant hereby assumes all risk of damage to property or injury to person in or about the Premises and partners the immediately adjacent sidewalks or loading areas arising from any cause, and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and Tenant hereby waives all claims in respect thereof against each Landlord Party except for any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or claim arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified a Landlord Party’s (as applicable) gross negligence or willful misconduct. This indemnity The gross negligence and/or willful misconduct of a Landlord Party shall includehave no affect on the indemnification of another Landlord Party. Tenant shall reimburse Landlord, but is not limited toupon demand, all Expenses for any costs or expenses, including reasonable legal fees, incurred by Landlord in conjunction connection with any interpleader that Escrow Agent may enter into regarding default of Tenant under this Agreement and/or third-party subpoena Lease, whether or discovery process that may be directed to Escrow Agent Indemnified Partiesnot suit is commenced. It Landlord shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defenseindemnify Tenant against, indemnification and hold Tenant harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of from, any such claim or action and all negotiations costs, claims or liability arising from: (a) Landlord’s negligent maintenance of the common area (except for settlement any claim arising out of the acts or compromiseomissions of Tenant, and to select its employees, agents and/or contractors); (b) any breach or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent default in the defense performance of any such claimLandlord’s obligations under this Lease; and (c) other negligent acts or omissions of Landlord, actionits employees, settlementmanagement agent, patrons or compromise negotiationsother invitees. Landlord shall not indemnify Tenant for Tenant’s negligence and/or willful misconduct.

Indemnity. Royalty Flow As of the date of this Agreement, ▇▇▇▇▇▇▇▇▇▇ has executed and delivered to Indemnitee a document entitled Assignment and Bill of Sale conveying the Assets. Notwithstanding any provision of the Purchase and Sale Agreement or any of the assignments or conveyances delivered at or subsequent to the Closing, but subject to paragraph 1 above, ▇▇▇▇▇▇▇▇▇▇ agrees to defend, indemnify and hold Indemnitee harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or all Losses arising out of the asserted Environmental Defects described in Exhibit A attached hereto, subject to the following conditions: (a) If Indemnitor has disputed Indemnitee's assertion of an asserted Environmental Defect in accordance with the Purchase and Sale Agreement and Indemnitee's assertion of such asserted Environmental Defect is determined to be invalid, incorrect or not in compliance with the requirements of the Purchase and Sale Agreement, then Indemnitor's obligations under this Agreement shall not cover or which arise directly apply to the portion of such asserted Environmental Defect that is determined to be invalid, incorrect or indirectly by virtue not in compliance with the requirements of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party Purchase and Sale Agreement. (b) The indemnity under this Agreement shall be entitled the sole and exclusive recourse and remedy of Indemnitee with respect to indemnity the asserted Environmental Defects described in case Exhibit A attached hereto. All claims for indemnification by Indemnitee under this Agreement must be asserted and resolved as provided in Section 16.05 of the Purchase and Sale Agreement, as if this Agreement were part of the Purchase and Sale Agreement and its Section 16.05 applied to this paragraph 2. (c) Indemnitor shall have the right to conduct or cause to be conducted any corrective actions necessary to remedy any Environmental Defects described in Exhibit A attached hereto, and Indemnitee shall provide reasonable access and cooperation as necessary for Indemnitor to carry out any such Escrow Agent Indemnified corrective actions. (d) In no event shall Indemnitor be liable to Indemnitee under this Agreement for (i) an amount with respect to any asserted Environmental Defect that is greater than the Indemnitee's asserted Environmental Defect Value for such asserted Environmental Defect, (ii) any exemplary, punitive, special, indirect, consequential, remote or speculative damages except to the extent any Indemnitee suffers such damages (including costs of defense and reasonable attorney's fees incurred in connection with defending against such damages) to an unaffiliated Third Party’s , or (iii) with respect to each asserted Environmental Defect described in Exhibit A attached hereto, the obligations and liabilities described in this Agreement to the extent Indemnitee does not provide Indemnitor with a Claim Notice for such Environmental Defect complying with Section 16.05 of the Purchase and Sale Agreement on or before the day occurring six (6) years after the date first mentioned above. (e) With respect to any claim of indemnification related to an Environmental Defect covered by this Agreement, Indemnitor's indemnification obligation shall be limited to the cost of the least restrictive standard or remedy acceptable under applicable Environmental Law (including engineering or institutional controls) based on the use of the Subject Property as of the Effective Time. If any contamination at a Subject Property is exacerbated due to the actions, inactions, negligence, gross negligence or willful misconduct. This indemnity misconduct of Indemnitee after the Closing Date, to the extent that such exacerbation increases the cost of the investigation or remediation of such contamination, Indemnitor shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of responsible for any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent increase in the defense of any such claim, action, settlement, or compromise negotiationscosts.

Indemnity. Royalty Flow agrees (a) Subject to defendSection 8(c) below, indemnify and hold harmless the Escrow Agent and the Distributor shall be liable for any losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigations, investigations, costs or expenses (including without limitation, the fees and expenses of outside counsel and experts and their staffs and all expenses of document location, duplication and shipment)(collectively “Losses”) only to the extent such Losses are determined by a court of competent jurisdiction to be a result of Escrow Agent’s related entitiesor Distributor’s, directorsas the case may be, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, gross negligence or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunderwillful misconduct; provided, however, that no any liability of Escrow Agent Indemnified Party or Distributor with respect to their respective obligations under this Agreement will be limited in the aggregate to the Escrow Deposits deposited by the Investors with the Escrow Agent. [Signature Page to Escrow Agreement] (b) The Company shall indemnify and hold Escrow Agent harmless from and against, and the Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to Escrow Agent’s duties under this Agreement or the Escrow Agent’s appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement, except to the extent of liability described in Section 8(a) above. (c) Without limiting the Company’s indemnification obligations set forth in Section 8(b) above, neither the Company, the Distributor, nor the Escrow Agent shall be entitled to indemnity in case liable for any incidental, indirect, special or consequential damages of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includeany nature whatsoever, including, but is not limited to, all Expenses incurred in conjunction with loss of anticipated profits, occasioned by a breach of any interpleader that Escrow Agent may enter into regarding provision of this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It even if apprised of the possibility of such damages. (d) This Section 8 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Agreement or the resignation, replacement or removal of the Escrow Agent reserves the right to control the defense of for any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsreason.

Indemnity. Royalty Flow agrees to defend(a) Borrower shall indemnify Lender and its Affiliates and their respective managers, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entitiesmembers, directorsofficers, employees, service providers, advertisers, affiliates, officersAffiliates, agents, representatives, accountants and partners attorneys and third-party service providers their respective Affiliates (collectively “Escrow Agent Indemnified Parties”collectively, the "INDEMNIFIED PERSONS") from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel and Lender's in-house documentation and diligence fees and legal expenses) which may be imposed on, incurred by or asserted against Lender or any other Indemnified Person in any litigation, proceeding or investigation instituted or conducted by any Governmental Authority or any other Person with respect to any aspect of, or demandany transaction contemplated by or referred to in, including reasonable attorney’s fees (collectively “Expenses”)or any matter related to, made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue any of the Escrow Agent’s undertaking Loan Documents or any agreement or document contemplated hereby or thereby, whether or not Lender or such Indemnified Person is a party thereto, except to serve as Escrow Agent hereunder; provided, however, the extent that no Escrow Agent Indemnified Party shall be entitled to indemnity in case any of such Escrow Agent Indemnified Party’s the foregoing arises out of the gross negligence or willful misconduct. This indemnity shall includemisconduct of Lender or such Indemnified Person. (b) Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this SECTION 12.5, and Lender may elect (but is not limited toobligated) to direct the defense thereof, all Expenses incurred provided that the selection of counsel shall be subject to Borrower's consent, which consent shall not be unreasonably withheld or delayed. Lender and any other Indemnified Person may, in conjunction its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that respect thereto as may be directed necessary for the protection of Lender or any of the other Indemnified Persons, its or their interest or the Collateral generally. (c) Notwithstanding the foregoing, if any insurer agrees to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking undertake the defense of an event (an "INSURED EVENT"), Lender agrees not to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defenseexercise its right to select counsel to defend the event if that would cause Borrower's insurer to deny coverage; PROVIDED, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent HOWEVER, that Lender reserves the right to control retain counsel to represent it or any of the defense other Indemnified Persons with respect to an Insured Event at its sole cost and expense. To the extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that Borrower has paid to Lender pursuant to the 38 APS - TERM LOAN EXECUTION COPY indemnity set forth in this SECTION 12.5, then Lender shall promptly pay to Borrower the amount of such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow To the maximum extent this agreement may be made effective according to law, the Tenant agrees to defend, indemnify and hold save harmless Escrow Agent the Landlord from and Escrow Agentagainst all claims, loss, or damage of whatever nature arising from any breach by Tenant of any obligation of Tenant under this Lease beyond applicable notice and cure periods or from any act, omission or negligence of the Tenant, or the Tenant’s related entitiescontractors, directorslicensees, invitees, agents, servants or employees, or arising from any accident, injury or damage whatsoever caused to any person or property, occurring after the date that possession of the Premises is first delivered to the Tenant and until the end of the Term and thereafter, so long as the Tenant is in occupancy of any part of the Premises, in or about the Premises or arising solely from any accident, injury or damage occurring outside the Premises but within the Building, on the Land, on the access roads and ways, in the parking facilities provided pursuant to the Lease, within University Park or any adjacent area maintained by Landlord or any individual or entity affiliated with Landlord, where such accident, injury or damage results solely from an act or omission on the part of the Tenant or the Tenant’s agents or employees, licensees, invitees, servants or contractors, provided that the foregoing indemnity shall not include any cost or damage arising from any act, omission or negligence of the Landlord, or the Landlord’s contractors, licensees, invitees, agents, servants or employees. Landlord agrees to defend, indemnify and save harmless Tenant from legal action, damages, loss, liability and any other expense in connection with loss of life, bodily or personal injury or property damage, arising from or out of the intentional or willful misconduct or gross negligence of Landlord, its agents, employees, service providerslicensees, advertisersservants, affiliatesinvitees or contractors, officerswhich occur in or about the Premises, outside the Premises but within the Building, on the Land, on the access roads and ways, in the parking facilities provided pursuant to the Lease, within University Park or any adjacent area maintained by Landlord or any individual or entity affiliated with Landlord, except to the extent that such loss of life, bodily or personal injury or property damage is due solely to the willful misconduct or act, omission or neglect of Tenant, its agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any losscontractors, liabilityemployees, claimlicensees, invitees or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductservants. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification The foregoing indemnities and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of agreements shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities, excluding consequential damages, incurred in connection with any such claim or action and all negotiations for settlement or compromiseproceeding brought thereon, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsthereof.

Indemnity. Royalty Flow agrees to defendBorrower shall indemnify Lender, indemnify its Affiliates and hold harmless Escrow Agent its and Escrow Agent’s related entitiestheir respective managers, directors, employees, service providers, advertisers, affiliatesmembers, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively collectively, the “Escrow Agent Indemnified PartiesPersons”) from and against any loss, and all liability, claimobligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements of any kind of nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, expert witness fees, and reasonable in-house documentation and diligence fees and reasonable legal expenses) which may be imposed on, incurred by or demand, including reasonable attorney’s fees (collectively “Expenses”), made by asserted against any third party due Indemnified Person with respect to or arising out of this Agreement of, or which arise directly in any litigation, proceeding or indirectly investigation instituted or conducted by virtue any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the extent that any of the Escrow Agentforegoing (i) arises out of the gross negligence or willful misconduct of any Indemnified Person or (ii) arises out of a dispute between or among any Indemnified Persons. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Indemnified Person in its Permitted Discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 12.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower’s undertaking consent which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may in its reasonable discretion, take such actions, as it deems necessary and appropriate to serve investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as Escrow Agent hereundermay be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower’s insurer to deny coverage; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Lender reserves the right to control retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that any Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Lender shall promptly pay to such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in Borrower the defense amount of any such claim, action, settlement, or compromise negotiationsrecovery.

Indemnity. Royalty Flow agrees to defend, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party 3.1 Each Trustee shall be entitled to a full indemnity out of the capital and/or income of the Trust Fund in respect of any costs, expenses or any other liabilities of whatsoever nature (including any taxes and associated penalties and interest for which they are personally liable and any liability which may be payable to an Outgoing Trustee (as defined below)) incurred by the trustee in or about the professed execution of the trusts and powers of this Trust, but not in respect of any costs, expenses or any other liabilities incurred by any trustee in acting or omitting to act in a manner in which the trustee is not entitled to the protection of the exclusion of liability provisions contained in this Trust. 3.2 Any of the Trustees (including an Outgoing Trustee as defined below) shall be entitled to assert a lien over any of the capital and/or income of the Trust Fund in order to secure his right of indemnity or, at his election, to release any capital and/or income of the Trust Fund subject to the recipient and/or the continuing trustee (as the case may be) granting to the trustee (and the trustee’s successors and assigns) a charge over the released assets securing the right of indemnity and/or an express indemnity. 3.3 Without prejudice to the entitlement of a retiring or removed trustee to request that the trustee be granted an express indemnity on retirement or removal, the rights of indemnity conferred by this Trust shall endure following the retirement or removal, death or (as the case may be) liquidation of a trustee (an “Outgoing Trustee”) to the intent that an Outgoing Trustee and his personal representatives or (as the case may be) its liquidator shall be entitled to assert the same rights of indemnity in case respect of such Escrow Agent Indemnified Party’s gross negligence costs, expenses or willful misconduct. This indemnity shall include, but other liabilities of whatsoever nature (including any taxes for which the Outgoing Trustee is not limited to, all Expenses incurred personally liable) as the Outgoing Trustee would have been entitled to assert had the Outgoing Trustee remained in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by office as a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination trustee of this Agreement. Escrow Agent reserves Trust at the time when the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsindemnity is asserted.

Indemnity. Royalty Flow agrees to defend, 23.1 The Subscriber will indemnify and hold harmless Escrow Agent the Issuer and the Escrow Agent, where applicable, the Issuer’s related entitiesdirectors, directorsofficers, employees, service providers, advertisers, affiliates, officers, agents, advisors and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) shareholders, from and against any and all loss, liability, claim, or demand, including reasonable attorney’s fees damage and expense whatsoever (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includeincluding, but is not limited to, any and all Expenses fees, costs and expenses whatsoever reasonably incurred in conjunction investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect, or any breach or failure by the Subscriber to comply with any interpleader that covenant or agreement made by the Subscriber to the Issuer in connection therewith. RE: The Alkaline Water Company Inc. (the “Issuer”) Private Placement of Subscription Receipts The undersigned (the “Subscriber”) hereby confirms that, subject to the written confirmation of receipt of funds by ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Escrow Agent”), it has deposited $ (the “Escrowed Funds”) in trust with the Escrow Agent may enter into regarding for the purchase of the number of Subscription Receipts of the Issuer (the “Subscription Receipts”) as set out on page 2 of the Subscription Agreement between the Subscriber and the Issuer to which this Agreement and/or third-party subpoena or discovery process Exhibit A is attached. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Subscription Agreement. The Subscriber acknowledges and agrees that may be directed to the Escrow Agent Indemnified Partiesacts as legal counsel only to the Issuer. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defenseFor greater certainty, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in no way represents the defense interests of the Subscriber in any manner or for any purpose whatsoever. The Subscriber confirms that it has had the opportunity to consult with its own legal counsel with respect to the purchase, and any potential resale, of the Subscription Receipts and the Shares issuable on conversion of the Subscription Receipts or hereby waives such claimopportunity. In the event that the Escrow Release Condition is satisfied prior to the Escrow Deadline, actionthe Subscriber hereby expressly and irrevocably authorizes and directs the Escrow Agent to immediately release and deliver the Escrowed Funds to the Issuer, settlementwithout any further notice to the Subscriber. EXECUTED by the Subscriber this day of , 20 . Signature of Authorized Signatory Signature of Subscriber Name of Subscriber Name of Subscriber Name and Title of Authorized Signatory TO: THE ALKALINE WATER COMPANY INC. (the “Issuer”) RE: Purchase of subscription receipts (the “Subscription Receipts”) of the Issuer Capitalized terms used in this Canadian Investor Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B is attached. In connection with the purchase of Subscription Receipts by the undersigned or compromise negotiations.the Disclosed Principal (in either case, the “Subscriber”), the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber: (i) is purchasing the Subscription Receipts as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions as adopted by the Canadian Securities Administrators (“NI 45-106”)); (ii) (A) is resident in or is subject to the laws of one of the following (check one): □ Alberta □ New Brunswick □ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island □ British Columbia □ Nova Scotia □ Quebec □ Manitoba □ Ontario □ Saskatchewan □ Newfoundland and Labrador □ Yukon □ Northwest Territories □ United States: (List State of Residence) or

Indemnity. Royalty Flow agrees The Authority shall subject to defend, Sub-Clause 19.2 be responsible for and shall release and indemnify and hold harmless Escrow Agent and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) the Academy on demand from and against all liability for Direct Losses arising from: death and/or personal injury; loss of or damage to property (including property belonging to the Academy or for which it is responsible); third party actions, claims and/or demands including costs, charges and expenses (including legal expenses on an indemnity basis) arising as a result thereof brought against the Academy or any Academy Related Party; which may arise out or in consequence of: the carrying out of the Works by the Contractor or any Contractor Related Party or the performance or non-performance by the Contractor of its obligations under the D&B Contract; [the presence of the Authority, any Authority Related Party or the Contractor or any Contractor Related Party at the Property or at a Relevant School]; the performance or non performance of this Agreement by the Authority. The Authority shall not be responsible for or be obliged to indemnify the Academy: for any matter referred to in Sub-Clause 19.1 that arises as a direct result of the Authority acting on any written instruction issued by the Academy for any injury, loss, liabilitydamage, cost and expense caused by the negligence or wilful misconduct of the Academy or any Academy Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for the breach by the Authority of its obligations under this Agreement) or by the breach by the Academy of its obligations under this Agreement where the claim arises from any matter concerning the carrying out of the Works by the Contractor or any Contractor Related Party or the performance or non-performance by the Contractor of its obligations under the D&B Contract or the presence of the Contractor or any Contractor Related Party at the Property [or at a Relevant School] to the extent that (whether pursuant to clause 49 or otherwise) the Authority having used all reasonable endeavours to do so is unable to claim indemnity or (notwithstanding being so entitled to claim, ) and having used its reasonable endeavours is unsuccessful in claiming indemnity from the D&B Contractor The Academy shall indemnify and keep the Authority indemnified at all times from and against liability for Direct Losses arising from: any claim for or demand, including reasonable attorneyin respect of death and/or personal injury of any employee of or person engaged by the Authority or any Authority Related Party or the Contractor or a Contractor Related Party; any physical loss or damage to the Contractor’s fees or a Contractor Related Party’s assets or to the Authority’s assets (collectively “Expenses”which for the purposes of this indemnity shall include the assets comprised within the Works), made by ; any breach of statutory duty for which the Authority is liable; any third party due to actions, claims and/or demands including costs, charges and expenses (including legal expenses on an indemnity basis) arising in consequence thereof brought against the Authority or arising an Authority Related Party or the Contractor or a Contractor Related Party; which may arise out of or in consequence of the performance or non performance of this Agreement by the Academy or which arise directly any negligent or indirectly by virtue wilful act or omission of the Escrow AgentAcademy which in each case is a breach of the Academy’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding obligations under this Agreement and/or thirdother than to the extent that such performance or non-party subpoena performance or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) negligent or wilful misconduct would not have occurred but for a breach by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless the Authority of its obligations will survive termination of under this Agreement. Escrow Agent reserves The Academy further agrees that (to the right extent not already provided for under the provisions of Sub-Clause 19.3) any breach by the Academy of its obligations under this Agreement which results in the occurrence of a Compensation Event shall be the responsibility of the Academy and accordingly the Academy shall indemnify and keep the Authority indemnified (subject to control the defense Authority’s duty to secure the mitigation of any loss arising) against any Direct Losses incurred by the Authority or on behalf of the Authority by reason of the occurrence of a Compensation Event for which the Academy is responsible under the provisions of this Agreement other than to the extent that such claim Compensation Event would not have occurred but for a breach by the Authority of its obligations under the D&B Contract. For the avoidance of doubt the indemnity in this clause 19.4 applies to the liabilities of the Authority under the Agreed Form of the D&B Contract and shall not apply to any increase in such liabilities arising from a variation of the terms of the D&B Contract which materially increases the Authority's liabilities under the D&B Contract. The Academy shall have no liability to the Authority pursuant to this Agreement including this Clause 19 to the extent that any Direct Losses or action Indirect Losses are covered by insurance pursuant to this Agreement, the D&B Contract or any other contract to which the Authority is a party and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any are recovered under such claim, action, settlementinsurance, or compromise negotiationsare recovered pursuant to any other contract to which the Authority is a party.

Indemnity. Royalty Flow Tenant agrees to defend, indemnify and hold save Landlord harmless Escrow Agent against any and Escrow Agent’s related entitiesall claims, directorsdemands, damages, cost and expenses, including reasonable attorneys' fees for the defense thereof, arising from the conduct or management of the business conducted by Tenant in the premises or from any breach or default on the part of Tenant in the performance of any covenant agreement on the part of Tenant to be performed pursuant to the terms of this lease, or from any act or negligence of Tenant, its agents, contractors, servants, employees, service providerssublessees, advertisersconcessionaires or licensees, affiliatesin or about the premises, officersthe sidewalks adjoining the same, agentsthe loading platform area allocated to the use of Tenant, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in common area. In case of such Escrow Agent Indemnified Party’s gross negligence any action or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) proceeding brought against Landlord by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense reason of any such claim, actionupon notice from Landlord, settlementTenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. All property kept, stored or maintained in the premises shall be so kept, stored or maintained at the sole risk of Tenant. Tenant agrees to pay and discharge any mechanic's, materialmen's or other lien against the premises or Landlord's interest therein claimed in respect to any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or upon the request of Tenant, provided that Tenant may contest such lien claim, upon furnishing to Landlord such indemnification for the final payment and discharge thereof, together with the costs and expenses of defending the same, as Landlord may reasonably require. Landlord shall not be liable, and Tenant waives all claims for damages to person or property sustained by Tenant or Tenant's employees, agents, servants, invitees and customers resulting from the building in which the premises are located or by reason of the premises or any equipment or appurtenances thereunto appertaining becoming out of repair, or compromise negotiationsthrough the acts or omissions of person occupying adjoining premises or any part of the building of which the premises are a part or any persons transacting any business in the Shopping Center or present therein for any other purpose, or for loss or damage resulting to Tenant or its property from burst, stopped or leaking water, gas, sewer, or other pipes or conduits or plumbing fixtures, or from any failure of or defect in any electric line, circuit or facility, or resulting from any accident in or about the premises, the building in which the same are situated or resulting directly or indirectly from any act or neglect of any other tenant or person in said Shopping Center.

Indemnity. Royalty Flow agrees to defendBorrower hereby indemnifies Lender, indemnify and hold harmless Escrow Agent and Escrow Agent’s related entitiesits respective Affiliates, directorsmanagers, members, officers, employees, service providers, advertisers, affiliates, officers, agents, representatives, successors, assigns, accountants and partners and third-party service providers attorneys (collectively collectively, the “Escrow Agent Indemnified PartiesPersons”) from and against any lossand all liabilities, liabilityobligations, claimlosses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or demandnature whatsoever (including, including without limitation, reasonable attorney’s fees (collectively “Expenses”)and disbursements of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, made incurred by or asserted against any third party due Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto (including without limitation any and all losses, costs and expenses arising from any willful misrepresentation with respect to any Loan Party or the Property; acts of this Agreement or which arise directly or indirectly by virtue fraud, misappropriation of funds and theft; waste of the Escrow AgentCollateral or an unauthorized Change of Control), except to the extent a final and nonappealable order of judgment binding on such Indemnified Person of a court of competent jurisdiction determines the same arose out of the gross negligence or willful misconduct of such Indemnified Person. If any Indemnified Person uses in-house counsel for any purpose for which Borrower are responsible to pay or indemnify, Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed. Lender agrees to give Borrower prompt notice of any event of which Lender becomes aware for which indemnification may be required under this Section 11.5, and Lender may elect (but is not obligated) to direct the defense thereof. Any Indemnified Person may take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the event if that would cause Borrower’s undertaking insurer to serve as Escrow Agent hereunderdeny coverage; provided, however, that no Escrow Agent each Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent Person reserves the right to control retain counsel to represent such Indemnified Person with respect to an Insured Event at its sole cost and expense. To the defense extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the amounts that Borrower has paid to Lender pursuant to the indemnity set forth in this Section 11.5, then Lender shall promptly pay to Borrower the amount of such claim recovery. Without limiting any of the foregoing, Borrower indemnifies the Indemnified Parties for all claims for brokerage fees or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate commissions (other than claims of a broker with Escrow Agent whom such Indemnified Party has directly contracted in the defense of writing) which may be made in connection with any such claim, action, settlementaspect of, or compromise negotiationsany transaction contemplated by or referred to in, or any matter related to, any Loan Document, or any other agreement, document or transaction contemplated thereby.

Indemnity. Royalty Flow Each Pledgor jointly and severally agrees (i) to defendindemnify, indemnify reimburse and hold harmless Escrow Agent the Pledgee and Escrow Agent’s related entitieseach other Secured Creditor and their respective successors, directorsassigns, employees, service providers, advertisers, affiliates, officers, agentsagents and affiliates (individually an “Indemnitee”, and partners and third-party service providers (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all obligations, liabilitydamages, claiminjuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or demandnature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorney’s attorneys’ fees and expenses, in each case pursuant to subclause (collectively “Expenses”)i) or (ii) above, made by any third party due to or arising out of or resulting from this Agreement or which arise directly the exercise by any Indemnitee of any right or indirectly remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by virtue reason of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). This indemnity In no event shall includethe Pledgee hereunder be liable, but is not limited toin the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), all Expenses incurred for any matter or thing in conjunction connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena other than to account for monies or discovery process other property actually received by it in accordance with the terms hereof. If and to the extent that may be directed the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to Escrow Agent Indemnified Partiesmake the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. It The indemnity obligations of each Pledgor contained in this Section 11 shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement continue in full force and Royalty Flow’s business and/or associated persons. These defenseeffect notwithstanding the full payment of all the Notes issued under the Credit Agreement, indemnification and hold harmless obligations will survive the termination of this Agreement. Escrow Agent reserves the right to control the defense all Interest Rate Protection Agreements and Other Hedging Agreements and Letters of any such claim or action and all negotiations for settlement or compromiseCredit, and to select or approve defense counsel, the payment of all other Obligations and Royalty Flow agrees to fully cooperate with Escrow Agent in notwithstanding the defense of any such claim, action, settlement, or compromise negotiationsdischarge thereof.

Indemnity. Royalty Flow agrees to defend9.1.1 Licensee shall (and shall cause its Affiliates and Sublicensees to) indemnify, indemnify defend and hold harmless Escrow Agent Harvard and Escrow Agent’s related entitiesits current and former directors, directorsgoverning board members, trustees, officers, faculty, medical and professional staff, employees, service providers, advertisers, affiliates, officers, agentsstudents, and partners agents and third-party service providers their respective successors, heirs and assigns (collectively collectively, the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossclaim, suit, investigation, action, demand, judgment, liability, claimcost, expense, damage, deficiency, loss or obligation of any kind or nature (including reasonable attorneys’ fees and other costs and expenses of litigation or defense), based upon, arising out of, or demand, including reasonable attorneyotherwise relating to the Licensee’s fees (collectively “Expenses”), made by any third party due to or arising out its Affiliates’ or Sublicensees’ exercise of rights under this Agreement or which arise directly any Sublicense or indirectly by virtue subcontract, including any cause of action relating to product liability concerning any product, process, or service made, used, sold or performed pursuant to any right or license granted under this Agreement (collectively, “Claims”) except to the extent any such Claim results from or arises out of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of an Indemnitee. This indemnity No Affiliate of Licensee (other than an Affiliate controlling Licensee) shall includehave an obligation to indemnify Harvard for any Claim based upon, but is not limited toarising out of, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding or otherwise relating to the exercise of rights under this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental different Affiliate of Licensee or trade association authority seeking by any other person unless such Affiliate or other person is exercising rights granted by such first Affiliate or acting on such first Affiliate’s behalf or upon its instruction or advice. No Sublicensee shall have an obligation to impose criminal indemnify Harvard for any Claim based upon, arising out of, or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between otherwise relating to the exercise of rights under this Agreement and Royalty Flowby a different Sublicensee, Licensee, any Affiliate of Licensee or by any other person unless such different Sublicensee, Licensee or Affiliate or other person is exercising rights granted by such first Sublicensee or acting on such first Sublicensee’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim behalf or action and all negotiations for settlement upon its instruction or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsadvice.

Indemnity. Royalty Flow CBRE Clarion agrees to defend, indemnify and hold harmless Escrow Agent the Acquiring Trust, each of the Acquiring Trust’s officers and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, trustees and partners and third-party service providers the Acquiring Fund (collectively the “Escrow Agent Indemnified Parties”) from and against any lossand all losses, liabilityclaims, claimdamages, liabilities or demandexpenses (including, including without limitation, reasonable attorney’s legal fees (collectively “Expenses”), made by and reasonable costs of investigation) to which the Indemnified Parties or any third party due to or of them may become subject arising out of or relating to any actions or omissions by CBRE Clarion or any of its affiliates prior to the closing of the Reorganization (the “Closing”) for which CBRE Clarion or any of its affiliates would have been liable to the Acquired Trust, the Acquired Trust’s officers and trustees, or the Acquired Fund pursuant to the Investment Advisory Agreement dated December 19, 2011, as amended May 14, 2013, between the Acquired Trust and CBRE Clarion (the “Advisory Agreement”). CBRE Clarion agrees that for this purpose the term “Adviser Disclosure” as used in the Advisory Agreement shall include (i) all disclosure in any advertising or which arise directly sales materials prepared or indirectly produced by CBRE Clarion prior to the Closing, (ii) any disclosure in any advertising or sales materials (regardless of the person by whom the materials were prepared) to the extent constituting or based on information or disclosure prepared or furnished by CBRE Clarion prior to the Closing, and (iii) without limiting the foregoing, all disclosure related to the performance of the Acquired Fund for periods prior to December 30, 2011, as reflected in such fund’s Registration Statement, prospectus, or statement of additional information produced prior to the Closing. As used in this paragraph, the term “advertising or sales materials” shall include without limitation any omitting prospectus and any supplemental sales material. CBRE Clarion agrees that this indemnity is not an exclusive remedy and does not limit any other remedy that might be or have been available to the Acquired Fund or to the Acquiring Fund. CBRE Clarion hereby acknowledges and agrees for the benefit of the Acquiring Fund that, after and by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedReorganization, howeverthe Acquiring Fund shall succeed to, that no Escrow Agent Indemnified Party and shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall includeassert against CBRE Clarion, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement claims and causes of action the Acquired Fund might have asserted directly against CBRE Clarion, whether arising under the Advisory Agreement or compromiseotherwise, to the same extent as the Acquired Fund might have done so. Capitalized terms used in this Section and not defined herein shall have the definitions ascribed to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent them in the defense of any such claimReorganization Agreement or the Advisory Agreement, action, settlement, or compromise negotiationsas applicable.

Indemnity. Royalty Flow agrees to defend(a) The Debtor hereby indemnifies and holds harmless the Intermediary, indemnify the Collateral Administrator, their respective Affiliates and hold harmless Escrow Agent and Escrow Agent’s related entitiestheir respective officers, directors, employees, service providers, advertisers, affiliates, officers, agents, representatives and partners and third-party service providers agents (collectively “Escrow Agent Indemnified Parties”) from and the Intermediary Indemnitees), against any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof, to which the Intermediary Indemnitees may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or demandaction arises out of or is based upon the execution, including reasonable attorney’s fees (collectively “Expenses”)delivery or performance of this Agreement, made by but excluding any third party due to such loss, claim, damage, expense, liability or action arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedbad faith, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity misconduct of the Intermediary, and shall includereimburse the Intermediary Indemnitees promptly upon demand for any legal or other expenses reasonably incurred by the Intermediary Indemnitees in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred. (b) The Debtor hereby indemnifies and holds harmless the Collateral Administrator, its Affiliates and their respective officers, directors, employees, representatives and agents (collectively the Administrator Indemnitees), against any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof, to which the Administrator Indemnitees may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or action arises out of or is based upon the following of instructions given by the Debtor (all such losses, claims, damages, expenses, liabilities or actions, the Debtor Related Losses), but is not limited toexcluding any such loss, all Expenses claim, damage, expense, liability or action arising out of the bad faith, gross negligence or willful misconduct of the Collateral Administrator, and shall reimburse the Administrator Indemnitees promptly upon demand for any legal or other expenses reasonably incurred by the Administrator Indemnitees in conjunction connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defensesuch loss, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim claim, damage, expense, liability or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any as such claim, action, settlement, or compromise negotiationsexpenses are incurred.

Indemnity. Royalty Flow (a) Tenant agrees to defendindemnify Landlord against and save Landlord harmless from any and all loss, cost, penalties, fines and reasonable attorneys' fees and disbursements not covered by Landlords insurance, arising from (i) any default or breach by Tenant in the observance or performance of any of the material terms, covenants or conditions of this Lease by Tenant or (ii) any negligence or willful misconduct of Tenant, its agents, servants, employees invitees or licensees of Tenant in, on, or about the Premises, or any part of the Complex during the Term of this Lease. The obligation of Tenant hereunder shall not be deemed a waiver of subrogation to be obtained as hereinbefore provided in Article 12.2. (b) Landlord agrees to indemnify Tenant against and hold save Tenant harmless Escrow Agent from any and Escrow Agent’s related entitiesall loss, directorscost liability, damage, and expense, including without limitation penalties, fines and reasonable attorneys' fees and disbursements, incurred in connection with or arising from (i) any default or breach by Landlord in the observance of the material terms, covenants, or conditions of this Lease by the Landlord, or (ii) any negligence or willful misconduct of Landlord, or its contractors, agents, servants, employees, service providersinvitees, advertisersor licensees in, affiliateson, officersor about the Premises, agentsor any part of the Complex during the Term of this Lease. (c) Notwithstanding the foregoing, and partners and third-party service providers in no event (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, except for Landlord's or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross Tenant's negligence or willful misconduct. This indemnity , unless expressly defined in this Lease) shall includeLandlord or Tenant be liable for indirect or consequential damages of the other (including lost profits) however occurring. 21.2 Except for Landlord's negligence or willful misconduct, but is Landlord shall not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena be liable for injury or discovery process that damage which may be directed to Escrow Agent Indemnified Partiessustained by the person or property of Tenant, its employees, invitees or customers, or any other person in or about the Premises caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, telephone cabling or wiring, or lighting fixtures of the same, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Building of which the Premises are a part, or from other sources. It Neither Landlord or Tenant shall also include be liable for any action(s) by a governmental damages arising from any act or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense neglect of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in other tenant of the defense of any such claim, action, settlement, or compromise negotiationsBuilding.

Indemnity. Royalty Flow ▇▇▇▇▇▇▇▇ hereby indemnifies and agrees to defend, indemnify and hold harmless Escrow Agent Lender, and Escrow Agent’s related entitiesits officers, directors, employees, service providers, advertisers, affiliates, officers, agents, agents and partners and third-party service providers representatives (collectively each an “Escrow Agent Indemnified PartiesPerson”) from and against any lossand all liabilities, liabilityobligations, claimclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or demandasserted against, any Indemnified Person arising in connection with the Loan Documents, the Loan or any collateral pledged as security (including reasonable attorneywithout limitation, the enforcement of the Loan Documents and the defense of any Indemnified Person’s fees (collectively “Expenses”actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, made by THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Borrower or any third party due ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Paragraph shall nonetheless be paid upon demand, subject to later adjustment or arising out reimbursement, until such time as (a) a court of this Agreement or which arise directly or indirectly by virtue competent jurisdiction enters a final judgment as to the extent and effect of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; providedalleged gross negligence or willful misconduct, however, or (b) Lender has expressly agrees in writing with Borrower that no Escrow Agent such Claim is proximately caused by such Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified PartyPerson’s gross negligence or willful misconduct. This indemnity The indemnification provided for in this Paragraph shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between survive the termination of this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification shall extend and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right continue to control the defense of benefit each individual or entity that is or has at any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationstime been an Indemnified Person hereunder.

Indemnity. Royalty Flow agrees (a) Each of the Company, the Guarantors, Bloomwell and Concentra hereby unconditionally and irrevocably represents to defend, indemnify and hold harmless Escrow Agent warrants with the Subscriber that the Company’s entry into and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out performance of this Agreement or which arise directly or indirectly by virtue will not be contrary to any applicable law. (b) Prior to the Closing Date, if any of the Escrow Agent’s undertaking Warranties is discovered by any of the Company, the Guarantors, Bloomwell and/or Concentra to serve as Escrow Agent hereunder; providedbe untrue, howeverinaccurate or misleading or any of the Warranties has not been fully and/or punctually carried out in any respect, or in the event of the Company, Bloomwell and/or Concentra becoming unable or failing to do anything required under this Agreement to be done by any one of them on or before the Closing Date and if any of the aforesaid comes to the knowledge of the Company, Bloomwell and/or Concentra, the Company, Bloomwell and/or Concentra shall forthwith notify the Subscriber, and in all these events, the Subscriber shall have the absolute discretion to postpone completion of the Subscription for three (3) months and require the Company, Bloomwell and/or Concentra to rectify the aforesaid events. In the event that no Escrow Agent Indemnified Party such event(s) shall not have been rectified to the satisfaction of the Subscriber within three (3) months from the Closing Date, the Subscriber shall have the right not to complete the Subscription and may by notice in writing rescind this Agreement, in which event the Parties shall be entitled to indemnity discharged from their respective further obligations hereunder except for their obligations under Section 10.2 and Articles XII and XIII. (c) The Warranties shall be separate and independent and save as expressly provided shall not be limited by any other section or anything in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination the Schedules of this Agreement. Escrow Agent reserves . (d) The Warranties shall be deemed to be repeated as at the right Closing Date as if all references therein to control the defense date of this Agreement were references to the Closing Date. (e) Each of the Company, Bloomwell and Concentra hereby agrees and undertakes to indemnify the Subscriber to keep the same indemnified in respect of its costs (including their legal costs) and expenses which the Subscriber may reasonably incur either before or after the commencement of any arbitration in connection with: (i) the settlement of any claim that any of the Warranties are untrue or misleading or have been breached; (ii) any arbitration proceedings in which the Subscriber claims that any of the Warranties are untrue or misleading or have been breached and in which the arbitral order is given for the Subscriber; or (iii) the enforcement proceedings of any such claim or action arbitral order; PROVIDED THAT the Subscriber shall take all reasonable steps to mitigate its costs and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsexpenses as aforementioned.

Indemnity. Royalty Flow agrees to defend, (a) Sellers shall indemnify and hold harmless Escrow Agent Purchaser against any final and Escrow Agent’s related entitiesnon-appealable (formell bestandskräftige) taxes within the meaning of Section 3 of the German Tax Code (Abgabenordnung) or equivalent taxes under the laws of any other jurisdiction (including any withholding of amounts paid to or by any person) and any public charges and contributions (Beiträge und Gebühren), directorsincluding in particular any social security contributions (Sozialversicherungsbeiträge), employeestogether with any penalties, service providersfines, advertisers, affiliates, officers, agents, and partners and third-party service providers interests or additions thereto which are imposed under the applicable laws (herein collectively “Escrow Agent Indemnified PartiesTaxes” and individually “Tax”) from on the Companies and against relate to taxable periods (Veranlagungszeiträume) ending on or before the Closing Date, if and to the extent the Taxes have not been paid or discharged by the Companies on or before the Closing Date. (b) Sellers shall grant the Tax indemnity pursuant to Section 9.1 (a) above subject to the following principles: (i) If Purchaser or the Companies are entitled to or could receive any lossbenefits by refund, liability, claim, set-off or demand, including reasonable attorney’s fees reduction of Taxes as the result of an adjustment or payment giving rise to a claim for indemnification of Taxes under Section 9.1 (collectively “Expenses”a), made by any third party due to or arising out then the net present value (discounted at a rate of this Agreement or which arise directly or indirectly by virtue [ *** ]%) of the Escrow Agent’s undertaking corresponding benefit (calculated with respect to serve taxes levied (i) in Germany on the basis of a combined corporate income including surcharge and trade income tax rate of 40% for benefits to be obtained in 2007 and of 30% for benefits to be obtained thereafter and (ii) in any other jurisdiction on the basis of the overall statutory Tax rate applicable in the respective jurisdiction as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party at the Closing Date) shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, reduce the claim for indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim Tax, (ii) Sellers shall not be responsible for any Tax liabilities attributable to periods ending on or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent before the Closing Date (y) resulting from any change in the defense accounting and taxation principles or practices of the Companies (including methods of submitting Tax returns) introduced after the Closing Date, or (z) caused or triggered by any such claimtransaction, action, settlementomission, declaration or compromise negotiationsany other means (including but not limited to the change in the exercise of any Tax election right, the amendment of any Tax return, the termination of any profit transfer agreements or Tax consolidation scheme, the approval or implementation of any reorganization measure, in particular but not limited to the Russian Restructuring or the sale of any asset) after the Closing Date, unless required by applicable law. For the avoidance of doubt, Sellers shall not be relieved from their obligations according to Section 9.1 (a) with regard to Taxes which are caused or triggered in connection with the Russian Restructuring and relate to taxable periods ending on or before the Closing Date, but only from their obligations according to Section 9.1 (a) with regard to Taxes which are directly caused or triggered by the Russian Restructuring.

Indemnity. Royalty Flow Guarantor hereby agrees to defendindemnify, indemnify pay and hold harmless Escrow Agent Bank and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, the officers, agents, directors and partners and third-party service providers employees of Bank (collectively called the “Escrow Agent Indemnified PartiesIndemnitees”) from and against any lossand all liabilities, liabilityobligations, claim, or demand, including reasonable attorney’s fees losses (collectively “Expenses”other than loss of profit), made by damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any third party due to kind or arising nature whatsoever (including the reasonable fees and out of pocket disbursements of outside counsel for such Indemnitee) in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of Guarantor, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with this Agreement or which arise directly or indirectly the enforcement by virtue Bank of its rights and remedies hereunder, in each case, except that Guarantor shall not have any obligation hereunder to an Indemnitee with respect to (x) any liability resulting from the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case of such Escrow Agent Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnitee, as determined by a court of competent jurisdiction, (y) a claim brought by the Borrower or any Subsidiary against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Subsidiary has obtained a final and non appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) or arising from any litigation, contest, dispute, suit, proceeding, action or claim between one such Indemnitee and another such Indemnitee. This indemnity shall include, but is not limited to, all Expenses incurred To the extent that the undertaking set forth in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that the immediately preceding sentence may be directed unenforceable, Guarantor shall contribute the maximum portion which it is permitted to Escrow Agent Indemnified Parties. It shall also include pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiationsthem.

Indemnity. Royalty Flow agrees Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to defendany direct, indemnify indirect or consequential losses, loss of profit, loss of reputation and hold harmless Escrow Agent all interest, penalties and Escrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, legal costs (calculated on a full indemnity basis) and partners all other reasonable professional costs and third-expenses) suffered or incurred by the indemnified party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including reasonable attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue in connection with the breach of the Escrow Agent’s undertaking UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in case the indemnifier prompt notice of such Escrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Royalty Flow agrees to fully cooperate with Escrow Agent in the defense of any such claim, actionfull information about the circumstances giving rise to it, settlementreasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. 18 MEMORANDUM OF ACCREDITATION This Memorandum of Accreditation is dated [ 2022] (Date of signature) Middlesex University Higher Education Corporation, whose address is at, the Hendon Campus, The ▇▇▇▇▇▇▇▇▇, London NW4 4BT (referred to as ‘the University’) And Name of client / organisation whose address is xxx [company number and/or charity number, legal status of entity] (referred to as ‘the Client) IT IS NOW AGREED as follows: This Memorandum records an agreement between Middlesex University (hereinafter referred to as the University) and [NAME OF CLIENT/ORGANISATION] (hereinafter referred to as the Client) for the following activity approved at the Faculty accreditation committee on [DATE OF BOARD – CONDITIONS MET] This Memorandum of Accreditation (hereinafter referred to as MoAc) relates to the accreditation of learning outcomes from the activity(s) (hereinafter referred to as Activity/Course(s), in relation to academic credit recognised by the University as specified in Appendix 2. University accreditation of the learning outcomes from the Client’s Activity/Course(s), will enable participants who successfully complete the required assessment to have the agreed number of Middlesex University academic credit points recognised. Participants who have the academic credit recognised (as specified in Appendix 2) by the University, as a consequence of successfully completing the Client’s Activity/Course(s), will also be able to progress to relevant University programmes. Please see section 6(a) for details The Client will not be permitted to use the University’s logo or compromise negotiationsname within marketing and publicity material without formal approval by the University. All publicity relating to the Middlesex University accreditation or the recognition of Middlesex University Academic Credit must comply with the University’s ‘Academic partner guidance on representing relationships with Middlesex University for accredited courses’ and be approved before use.