Common use of Indemnity Clause in Contracts

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemnitees.

Indemnity. To (a) The Sponsor Indemnitors (as defined below) agree, severally and not jointly (mancomunada pero no solidariamente) and, with respect to each Sponsor Indemnitor, in any event subject to the limitations provided in this Section 6.01, to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) (“Losses”) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor Indemnitors shall apply only to the extent not expressly prohibited necessary to ensure that such claims by law, Landlord and Tenant each a third party for services rendered (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the IndemniteesCompany’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Escrow Account to 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 Account that may arise be released to the Company to pay income tax obligations arising after the closing of the Global Offering and to pay working capital (not to exceed USD$750,000 annually for a maximum of 24 months from the negligence 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 willful misconduct Management Sponsors Entity, in either case excluding any direct or indirect affiliate, shareholder, member or partner of such Sponsor Indemnitor or any of Indemnitor’s agentstheir respective, membersmanagers, partners officers 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesdirectors.

Indemnity. To (a) The liability of the extent not expressly prohibited by lawColumbia Parties and their Affiliates and all their respective officers, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officersemployees, directors, beneficiaries agents and employees other representatives (collectively, the “IndemniteesColumbia 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 any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon Columbia Services’ willful misconduct or incurred 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 or asserted against NiSource Services in respect of the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury toservice from which such liability flows, 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent the liability arises out of Columbia Services’ breaching this Agreement by not expressly prohibited 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 lawNiSource 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, Tenant agrees to hold harmless and will cause the other NiSource Parties to, indemnify Landlord and Landlord’s Indemnitees the Columbia Indemnified Parties from any lossesand all Losses resulting from a demand, damagesclaim, judgmentslawsuit, claims, expenses, costs and liabilities imposed upon action or incurred by proceeding relating to this Agreement or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisesprovision of Services, except to the extent caused by such Losses arise out of the negligence or willful misconduct or gross negligence of Landlord any Columbia Party or Landlord’s Indemniteesany of its representatives in providing the Services under this Agreement. Subject to the limitations in Section 6.1(a), Columbia Services will, and will cause the other Columbia Parties to, indemnify the NiSource Indemnified 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 third-party beneficiaries of the rights to indemnification described in this Section 6.1(b). (c) Notwithstanding anything to 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 breach of contract, negligence, strict liability or any 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. THE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.

Indemnity. To the maximum extent not expressly prohibited permitted by law, Landlord the District hereby assumes liability for, and Tenant each hereby agrees (in either casewhether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the “Indemnitor”) agree to hold harmless Escrow Bank and indemnify the other and the other’s its respective successors, assigns, agents, partnersemployees and servants, shareholdersfrom and against any and all liabilities, membersobligations, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgmentspenalties, claims, expensesactions, costs suits, costs, expenses and liabilities disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed upon or on, incurred by by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the Indemniteessame by the District or any other person under any other agreement or instrument, including but without limitation reasonable attorneys’ fees double indemnity) in any way relating to or arising out of the execution, delivery and expensesperformance of this Agreement, for death the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities and any Substitute Investment Securities, the retention of the Investment Securities and any Substitute Investment Securities or injury tothe proceeds thereof and any payment, transfer or damage to property ofother application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, third parties, other than the Indemniteeshowever, that may arise from the District shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of Indemnitor the Escrow Bank’s respective successors, assigns, agents and employees or any the breach by the Escrow Bank of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries the terms of this LeaseAgreement. If In no event shall the District or the Escrow Bank be liable to any action, suit or proceeding is brought against any of the Indemnitees person by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (transactions contemplated hereby other than Landlord’s Indemnitees) that may arise from any act to each other as set forth in this section. The indemnities contained in this section shall survive the termination of this Agreement and the resignation or occurrence in removal of the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesEscrow Bank.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each The Grantor (in either case, the as “Indemnitor”) agree agrees to indemnify, pay and hold harmless and indemnify the other Secured Parties, and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries partners, managers, members, employees, agents, and employees Affiliates of the Secured Parties (collectively, the “Indemnitees”) harmless from and against any lossesand all other liabilities, costs, expenses, obligations, losses (other than lost profit), damages, penalties, actions, judgments, claimssuits, expensesclaims and disbursements of any kind or nature whatsoever (including, costs without limitation, the reasonable fees and liabilities 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 upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement (the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage “Indemnified Liabilities”); provided that the Indemnitor shall not have any obligation to property of, third parties, other than an Indemnitee hereunder with respect to an Indemnified Liability to the Indemnitees, extent that may arise such Indemnified Liability arises from the gross negligence or willful misconduct of Indemnitor that Indemnitee or any of Indemnitor’s agentsits officers, directors, partners, managers, members, partners or employees, agents and/or Affiliates. Such third parties Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. 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 deemed third party beneficiaries of this Lease. If any action, suit unreasonably withheld or proceeding is brought against any (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 claim in the 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 claim 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 by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsthem. Notwithstanding anything to the contrary in this Agreement, membersno party shall be liable to the other party or any third party for any indirect, partners incidental, exemplary, special, punitive or employeesconsequential damages (including with respect to lost revenue, then Indemnitor will, at Indemnitor’s expense 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 at regardless of the option form or cause of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit even if such damages are foreseeable or proceedingsuch party has been advised of the possibility of such damages. In addition, to The provisions of this Section 11 shall survive 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct termination of Landlord or Landlord’s Indemniteesthis Agreement.

Indemnity. To the fullest extent not expressly prohibited permitted by law, Tenant shall indemnify, defend (with counsel reasonably acceptable to the Landlord) and hold the Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless its elected and indemnify the other and the other’s agents, partners, shareholders, members, appointed officers, directorsofficials, beneficiaries employees, agents and employees representatives (collectivelyall of the foregoing, collectively the “Indemnitees”) harmless from any and against all liabilities, losses, damages, judgmentsfines, deficiencies, penalties, claims, expensesdemands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ fees and expensescourt costs) (all of the foregoing, for death collectively “Claims”) arising from or injury toin connection with any of the following, which occurred during the Term: (i) the operation or management of the Premises, (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 any of its agents, contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to property ofany 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, third partiesTenant, other than the Indemnitees, that may arise 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 fees of such counsel. The obligations of Tenant under this Article VIII do not apply to any Claim or other matter to the extent such arises as a result of the gross negligence or willful misconduct of Indemnitor the Indemnitees. This Section shall survive the expiration or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries earlier termination of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesAgreement.

Indemnity. To the extent not expressly prohibited by law(a) Seller will defend, Landlord indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Northrop Grumman and indemnify the other its affiliates, and the other’s their officers, agents, partnersemployees, shareholderssuccessors and assigns, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from against any losses, damages, judgments, claims, expensesloss, costs damage or expense, including, without limitation, payment of direct, special, incidental and liabilities imposed upon or incurred by or asserted against the Indemniteesconsequential damage, and expenses of defending claims, including without limitation reasonable attorneys’ fees and expensesfees, for property loss and/or damage, and personal injury and/or death, which may be sustained by third parties and/or by Buyer, its agents, employees or subcontractors, at any tier, which results from Seller’s performance or nonperformance of this purchase order except for claims resulting from the sole negligence of Northrop Grumman. (b) Northrop Grumman, at its option, may require Seller to furnish evidence of insurance reasonably satisfactory to Northrop Grumman covering the liabilities and indemnification provided above but no acceptance of such evidence by Northrop Grumman shall be deemed a waiver or release of such liabilities or duty to indemnify. Seller will at all times maintain with reputable insurance companies comprehensive general liability insurance (including coverage for any liability under any Northrop Grumman purchase order and these terms and conditions) in the minimum amount of $2.0 million, or such other minimum amount specified in the relevant purchase order. At Northrop Grumman’s request, Seller will name Northrop Grumman as an additional insured under such policy, and will provide to Northrop Grumman a certificate of such insurance providing for 10 days’ prior written notice to Northrop Grumman of cancellation or material change. Seller will maintain workers’ compensation insurance sufficient to cover all of its general and special employees engaged in work pursuant to any Northrop Grumman purchase order and insurance against liability for personal injury or death or injury to, or damage destruction to property ofarising out of work in fulfillment of any Northrop Grumman purchase order, third parties, other than and will provide prompt evidence to Northrop Grumman of such coverage upon Northrop Grumman’s request. (c) Seller shall comply with the Indemnitees, that may arise from the negligence or willful misconduct provisions 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 of the Indemnitees Postal Service Supplying Principles and Practices Clauses 5-1 and 5-2 which are incorporated herein by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, reference (Paragraph 30) to the extent not expressly prohibited by law, Tenant agrees such clauses are or become applicable to this purchase order. Seller shall indemnify and hold harmless and indemnify Landlord and Landlord’s Indemnitees the Buyer from any lossesamount, damages, judgments, claims, expenses, costs loss and liabilities imposed upon or incurred expense by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused which this purchase order is determined by the negligence USPS to have been defectively priced because of Seller’s or willful misconduct Seller’s subcontractor’s failure to comply with such provisions. The rights of Landlord the parties hereunder shall survive completion or Landlord’s Indemniteestermination of this purchase order.

Indemnity. To the extent not expressly prohibited by lawEACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, Landlord and Tenant each (in either case, the “Indemnitor”) agree INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless and indemnify the other and the other’s agentsan Indemnitee with respect to a Claim that is determined in a final, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred non-appealable judgment by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage a court of competent jurisdiction to property of, third parties, other than the Indemnitees, that may arise result from the gross negligence or willful misconduct of Indemnitor such Indemnitee. Without limiting the generality of any provision of this Section 14.2, to the fullest extent permitted by law, each Obligor hereby waives all rights for contribution or any other rights of Indemnitor’s agentsrecovery with respect to liabilities, memberslosses, partners damages, costs and expenses arising under or employees. Such third parties shall not be deemed third party beneficiaries of this Lease. If relating to Environmental Laws or any action, suit other Applicable Law that it might have by statute or proceeding is brought otherwise against any Indemnitee, except to the extent that such items are determined by a final and non-appealable decision of a court of competent jurisdiction to have resulted primarily from the Indemnitees by reason of the gross negligence or willful misconduct of Indemnitor such Indemnitee. No Obligor shall, without the prior written consent of each applicable Indemnitee, effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (a) includes an unconditional release of such Indemnitee in form and substance satisfactory to such Indemnitee from all liability or claims that are the subject matter of such proceedings and (b) does not include any statement as to or any admission of Indemnitor’s agentsfault, membersculpability, partners wrong doing or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, a failure 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 act by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from on behalf of any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesIndemnitee.

Indemnity. To the extent not expressly prohibited by lawThe Pledgor agrees (i) to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Pledgee and indemnify the other its respective successors, assigns, employees, agents and the other’s agentsaffiliates (individually an “Indemnitee”, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from and against any lossesand all obligations, damages, judgmentsinjuries, penalties, claims, expensesdemands, costs losses, judgments and liabilities imposed upon (including, without limitation, liabilities for penalties) of whatsoever kind or incurred by or asserted against the Indemniteesnature, including without limitation and (ii) to reimburse each Indemnitee for all reasonable attorneys’ fees costs, expenses 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 Indemniteesdisbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other secured debt agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for death penalties) or injury to, expenses of whatsoever kind or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except nature to the extent caused incurred or arising by the reason of gross negligence or willful misconduct of Landlord such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or Landlord’s Indemniteeswillful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any reason, the Pledgor hereby agrees to 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 full payment of all Secured Obligations and notwithstanding the discharge thereof.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) The Borrowers agree to indemnify and hold harmless the Lenders and indemnify the other and the other’s their respective officers, employees, agents, partnersattorneys and representatives (singularly, shareholdersan "Indemnified Party", members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”"Indemnified Parties") from and against any lossesloss, damagescost, judgmentsliability, claimsdamage or expense (including the reasonable fees and out-of-pocket expenses of counsel to the Lenders, expenses, costs and liabilities imposed upon or including all local counsel hired by such counsel) ("Claim") incurred by the Lenders in investigating or asserted against the Indemniteespreparing for, including without limitation reasonable attorneys’ fees and expenses, for death or injury todefending against, or damage providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to property ofarise out of or is based upon any acts, third partiespractices 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 than action with respect to the IndemniteesLoan 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 may arise from the Borrowers shall have no obligation under this Section to the Lender with respect to any of the foregoing arising out of the gross negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries of this Leasethe Lender. If any action, suit or proceeding Claim is brought asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the negligence or willful misconduct right to employ, at the Borrowers' expense, counsel of Landlord or Landlord’s Indemniteesthe Indemnified Parties' choosing and to control the defense of 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 Indemnified Party believes it reasonably prudent to protect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. To the extent not expressly prohibited by lawBorrower shall indemnify Agent, Landlord and Tenant each (in either caseLender, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agentseach Transferee, partnerseach Participant, shareholderstheir respective Affiliates, managers, members, officers, directorsemployees, beneficiaries agents, representatives, successors, assigns, accountants and employees attorneys (collectively, the “IndemniteesIndemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claimssuits, expensescosts, costs expenses and liabilities imposed upon disbursements of any kind or incurred by or asserted against nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, but limited, in the Indemnitees, including without limitation reasonable attorneys’ case of legal fees and expenses, for death 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 injury 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 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 damage to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Indemnitor omission by Borrower or any of Indemnitor’s agentsits Affiliates, membersofficers, partners or employees. Such third parties shall not be deemed third party beneficiaries of directors and agents relating to the Loan, this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor Agreement or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the PremisesLoan Document, except to the extent caused by resulting or arising from the applicable Indemnified Person’s own gross negligence or willful misconduct misconduct. Agent agrees to give Borrower reasonable notice of Landlord any event of which 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 Landlordany 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 Indemniteesconsent, which consent shall not be unreasonably withheld or delayed, and Borrower shall be entitled to participate in the defense 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 prior approval of any settlement, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Agent agrees not to exercise its right to select counsel to defend the event if that would cause ▇▇▇▇▇▇▇▇’s insurer to deny coverage; provided, however, that ▇▇▇▇▇▇ reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the 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 recovery. Without limiting any of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or 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 claims for brokerage fees or commissions (other than the claims of a broker with whom Borrower or any of its Affiliates has directly contracted in writing), in each case, which may be made in connection 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.

Indemnity. To The Club shall not be liable and accepts no responsibility for the extent not expressly prohibited by lawsafety of any Vessel, Landlord craft, trailer, motor vehicle and Tenant each (other property in either case, or about the “Indemnitor”) agree to hold harmless and indemnify 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 other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, Club shall not be alible to the “Indemnitees”) from Occupant or 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, other person for death or injury to, any loss or damage to property of, third parties, other than incurred or suffered within the Indemnitees, that may arise from confines of the marina whether the same occurs (as a result of the negligence or willful misconduct otherwise howsoever) and whether or not attributable to the acts or defaults of Indemnitor the Club or its servants or agents or contractors or otherwise howsoever. The Occupant in addition shall indemnify the Club against any loss, expense or claims suffered by the Club within the marina and arising as a result of Indemnitor’s agents, members, partners the Occupants acts or employeesomissions or the acts or omissions of others to which the Occupant has contributed (whether or not as a result of negligence). Such third parties The Club shall not be deemed third party beneficiaries 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 this Leasethe marina owned by the Occupant or the Occupant’s 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 time, per occurrence, against public liability for domestic staff and such other risks as the Club may require the Occupant to insure against. If any actionthe Occupant fails, suit refuses or proceeding is brought against any neglects to insure as aforesaid the Club will have the right to remove the Vessel from the Berth/Hardstand Station. The Occupant shall at all times ensure that the Club has a copy of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) current insurance documents that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteessatisfy this clause.

Indemnity. To the extent not expressly prohibited by lawEach Pledgor jointly and severally agrees (i) to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Pledgee and indemnify the each other Secured Creditor and the other’s agentstheir respective successors, partnersassigns, shareholdersemployees, membersagents and affiliates (individually an "Indemnitee", officers, directors, beneficiaries and employees (collectively, the “"Indemnitees”") from and against any lossesand all obligations, damages, judgmentsinjuries, penalties, claims, expensesdemands, costs losses, judgments and liabilities imposed upon (including, without limitation, liabilities for penalties) of whatsoever kind or incurred by or asserted against the Indemniteesnature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including without limitation reasonable attorneys’ ' fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for death penalties) or injury to, expenses of whatsoever kind or damage nature to property of, third parties, other than the Indemnitees, that may arise from the extent incurred or arising by reason of gross negligence or willful misconduct of Indemnitor or any such Indemnitee (as determined by a court of Indemnitor’s agentscompetent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, members, partners or employees. Such third parties shall not be deemed third party beneficiaries in the absence of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the gross negligence or willful misconduct on its part (as determined by a court of Indemnitor competent jurisdiction in a final and non-appealable decision), for any matter or any of Indemnitor’s agents, members, partners thing in connection with this Agreement other than to account for monies or employees, then Indemnitor will, at Indemnitor’s expense other property actually received by it in accordance with the terms hereof. If 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 lawthat the obligations of any Pledgor under this Section 11 are unenforceable for any reason, Tenant such Pledgor hereby 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in make the Premises, except maximum contribution to the extent caused by payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the negligence or willful misconduct full payment of Landlord or Landlord’s Indemniteesall the Notes issued under the Credit Agreement, the termination of all Interest Rate Protection Agreements and Other Hedging Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. To In addition to the extent payment of expenses pursuant to Section 13.1, whether or not expressly prohibited by lawthe transactions contemplated hereby shall be consummated, Landlord and Tenant each Note Party (in either case, the as “Indemnitor”) agree agrees to indemnify, pay and hold harmless and indemnify the other Note Purchasers, and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents, and employees Affiliates of the Note Purchasers (collectively, collectively called the “Indemnitees”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses, damages, penalties, actions, judgments, claimssuits, expensesclaims and disbursements of any kind or nature whatsoever (including, costs without limitation, the reasonable fees and liabilities 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 upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the IndemniteesNotes, including the Note Documents or the other documents related to the transactions contemplated hereby (including, without limitation reasonable attorneyslimitation, the existence or exercise of any security rights with respect to the Collateral in accordance with the Collateral Documents), the Note Purchasers’ fees and expenses, for death agreement to purchase the Notes or injury to, the use or damage intended use of the proceeds of any of the proceeds thereof to property of, third parties, other than the IndemniteesIssuer (the “Indemnified Liabilities”); provided, that may arise the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee as mutually agreed between the Indemnitee and the Indemnitors or as determined by a 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 Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that 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 claim in the 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 claim pursuant to this Section 13.2 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 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 any of Indemnitor’s agentsthem. For the avoidance of doubt, members, partners the provisions in this Section 13.2 shall apply only to claims relating to 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 arising out of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesNote Documents.

Indemnity. To the extent not expressly prohibited by law8.1.1. Licensee shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Harvard and indemnify the other its current and the other’s agentsformer directors, partnersgoverning board members, shareholders, memberstrustees, officers, directorsfaculty, beneficiaries medical and employees professional staff, employees, students and agents and their respective successors, heirs and assigns (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable 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 claim, liability, cost, expense, damage, deficiency, loss or obligation of the Indemnitees by reason of the negligence any kind or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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, nature (including reasonable attorneys’ fees and expensesother costs and expenses of litigation) based upon, for death arising out of or injury tootherwise relating to this Agreement, 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”). Neither Licensee nor Harvard shall settle any Claim without the prior written consent of the other, which consent shall not be unreasonably withheld. Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any actions brought or filed against any Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. 8.1.2. HHMI, and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be indemnified, defended by counsel acceptable to HHMI (such acceptance not to be unreasonably withheld), and held harmless by Licensee from and against any claim, liability, cost, expense, damage, deficiency, loss, or damage to property obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “HHMI Claims”), based upon, arising out of, third parties (other than Landlord’s Indemnitees) that may arise from or otherwise relating to this Agreement or any act or occurrence in the Premisessublicense, except including without limitation any cause of action relating to product liability. The previous sentence will not apply to any HHMI Claim to the extent caused that it is determined with finality by a court of competent jurisdiction to result from the gross negligence or willful misconduct of Landlord an HHMI Indemnitee. Notwithstanding any other provision of this Agreement, Licensee’s obligation to defend, indemnify and hold harmless the HHMI Indemnitees under this paragraph will not be subject to any limitation or Landlordexclusion of liability or damages or otherwise limited in any way. The provisions of this Article 8 will survive termination of this Agreement. In the case of an HHMI Indemnitee, notice shall be given reasonably promptly following actual receipt of written notice of an HHMI Claim by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of an HHMI Indemnitee to give prompt notice to Licensee of any HHMI Claims shall not affect the rights of such HHMI Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Licensee. The HHMI Indemnitees shall (i) permit Licensee, at its sole expense, to control the defense (including litigation and/or settlement) of the HHMI Claims, and (iii) reasonably cooperate with Licensee in the defense of such HHMI Claims, at the Licensee’s Indemniteesexpense; provided, however, Licensee agrees not to settle any HHMI Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled HHMI Claim. The Licensee will keep HHMI informed of its defense of any HHMI Claims pursuant to this Section 8.1.2 (Indemnity).

Indemnity. To the extent not expressly prohibited by lawPledgor agrees to indemnify, Landlord pay and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the --------- Trustee and indemnify each of the other Secured Parties and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents and employees Affiliates of the Trustee and each of the Secured Parties (collectively, the “"Indemnitees”") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts (including, costs without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and liabilities 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 upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement (including, without limitation, any misrepresentation by Pledgor in this Agreement) (the Indemnitees, including without limitation reasonable attorneys’ fees "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 expenses, for death or injury to, or damage the expiration of time to property of, third parties, other than the Indemnitees, appeal) of a court of competent jurisdiction that may arise such indemnified liability arose from the gross negligence or willful misconduct of Indemnitor that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To In addition to the extent not expressly prohibited by lawpayment of any expenses pursuant to Section 8.1 hereof, Landlord and Tenant each (in either caseirrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the “Indemnitor”) agree to hold harmless Lender-Related Persons, and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and liabilities disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed upon or on, incurred by by, or asserted against such Indemnitee, in any manner relating to or arising out of the IndemniteesRevolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including without limitation reasonable attorneys’ fees any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and expenses, for death or injury to, or damage to property of, third parties, other than its counsel (the Indemnitees“Indemnified Liabilities”); provided, that may arise if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentssuch Indemnitee, members, partners or employees. Such third parties then Borrower shall not be deemed third party beneficiaries have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this LeaseSection 8.2. If any actioninvestigative, suit judicial, or administrative proceeding arising from any of the foregoing is brought against any of the Indemnitees by reason of the negligence Indemnitee indemnified or willful misconduct of Indemnitor or any of Indemnitor’s agentsintended to be indemnified pursuant to this Section 8.2, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, Borrower will resist and defend such action, suit suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. In additionTo the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the extent not expressly prohibited by payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law, Tenant agrees to hold harmless . The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and indemnify Landlord and Landlordthe discharge of Borrower’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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesobligations hereunder.

Indemnity. To the extent not expressly prohibited by lawWink agrees, Landlord and Tenant each (in either caseat its expense, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury todefend, or damage at its option to property ofsettle, any claim, suit, action or proceeding brought against Manufacturer, Subdistributors, and/or Customers by a third partiesparty alleging that the Licensed Engine used as authorized hereunder infringes the copyright, other than trade secret, trademark or U.S. patent rights of such third party (an "Action"), and to pay any settlement or final judgment entered thereon against Manufacturer, subject to the Indemniteeslimitations set forth hereafter. Wink shall be relieved of its obligations hereunder unless Manufacturer gives Wink (i) prompt written notice of an Action, (ii) sole control over the defense or settlement of the Action and (iii) reasonable assistance in the defense or settlement thereof. If it is, or in the opinion of Wink may be, determined by competent authority that may arise from the negligence or willful misconduct of Indemnitor Licensed Engine or any part thereof, or the sale, distribution or use thereof as permitted hereunder infringes any patent, copyright, trade secret or trademark of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed a third party beneficiaries of or is enjoined, then Wink at its sole option and expense may: (a) procure for Manufacturer the right under such patent, copyright, trade secret or trademark to use, as mentioned in this Lease. If any actionAgreement reproduce and distribute the Licensed Engine or such part thereof or such trademark as authorized in this Agreement; (b) replace the Licensed Engine or such part thereof or such trademark with other suitable software or trademark without material degradation in performance or functionality; (c) modify the Licensed Engine or such part thereof or such trademark to avoid infringement without material degradation in performance or functionality; (d) if (a)(b) or (c) are not commercially reasonable, suit (d) replace or proceeding is brought against any modify the Licensed Engine or portion thereof to disable the infringing portion reducing performance or functionality but retaining some commercial viability of the Indemnitees by reason product or (e) if none of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsforegoing are commercially reasonable after diligent attempts by Wink to pursue such alternatives, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, terminate this Agreement with respect 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 infringing product in whole or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteespart.

Indemnity. To the extent not expressly prohibited by law, Landlord The Composer shall at all times indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless InStyle and indemnify the other any licensee of InStyle from and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries against any and employees (collectively, the “Indemnitees”) from any lossesall claims, damages, judgmentsdemands, claims, expensesliabilities, costs and liabilities imposed upon or incurred by or asserted against the Indemniteesexpenses, including without limitation legal expenses and reasonable attorneys’ counsel fees, arising out of any breach or alleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and expensescourt costs incurred in connection with any claim, 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 action or proceeding is brought against by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such a claim within thirty (30) days of the Indemnitees by reason date InStyle receives written notice of thereof. The Composer may participate in the defense of any such claim through counsel of the negligence or willful misconduct of Indemnitor or any of IndemnitorComposer’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and selection at the option Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of said Indemniteesthe conduct of the defense. Pending the resolution of any claim, action or proceeding covered by counsel this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably approved by said Indemniteesrelated to the scope of the Composer’s indemnity with respect thereto, resist unless (and defend such action, suit or proceeding. In addition, to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not expressly prohibited by law, Tenant agrees continue 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence withhold Royalties in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesconnection therewith under this Section.

Indemnity. To (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of Indemnitor such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of Indemnitor’s agents, members, partners or employeesthem. Such third parties All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section (a) shall not be deemed third party beneficiaries of this Lease. If apply with respect to Taxes other than any actionTaxes that represent losses, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any lossesclaims, damages, judgmentsetc. arising from any non-Tax claim. (b) To the extent permitted by applicable law, claimsthe Borrower shall not assert, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenseshereby waives, for death itself and on behalf of its Affiliates, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or injury topunitive damages (as opposed to direct or actual damages), whether or damage to property not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement, arising out of, third parties (in connection with, as a result of or in any way related to this Agreement or any other than Landlord’s Indemnitees) that may arise from Credit Document or any act agreement or occurrence instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act, omission or event occurring in connection therewith, and the PremisesBorrower, except for itself and on behalf of its Affiliates, hereby waives, releases and agrees not to the extent caused by the negligence ▇▇▇ upon any such claim or willful misconduct of Landlord any such damages, whether or Landlord’s Indemniteesnot accrued and whether or not known or suspected to exist in its or their favor.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and The Issuer shall indemnify the other Indenture Trustee (and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees and employees agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (collectivelyincluding attorney’s fees 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, arising out of or in connection with the acceptance or administration of this 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 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 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 “Indemnitees”) from Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any lossessuch claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, damageseach Rating Agency, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or promptly of any claim asserted against the IndemniteesIndenture Trustee for which it may seek indemnity; provided, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemniteeshowever, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties failure to provide such notice shall not be deemed third party beneficiaries of this Lease. If invalidate any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, right 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, indemnity hereunder except to the extent caused 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 retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such 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 of Landlord or Landlord’s Indemniteesbad faith.

Indemnity. To the extent not expressly prohibited by lawA. NextTraffic shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless MegaMedia and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees and employees agents (collectivelyseparately 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, directors, officers, representatives, shareholders, members or contractors, in its performance of this Agreement. ii. Any and all liabilities, whether under the Securities Act of 1933, as amended, the “Indemnitees”) securities act of any state, 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, loss, damage, injury or expense, arising out of, connected with, related to, or resulting from any lossesbreach of any covenant, damagesrepresentation, judgmentswarranty or agreement made by NextTraffic in this Agreement. iv. All actions, claimssuits, expensesproceedings, demands, assessments, judgment, costs and liabilities imposed upon 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 incurred 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 Indemniteessame, and MegaMedia shall extend reasonable cooperation to NextTraffic in connection with such defense. In the event that NextTraffic fails to defend the same within a reasonable time, MegaMedia shall be entitled to assume the defense thereof, and NextTraffic shall be liable to repay MegaMedia for all its expenses reasonably incurred in 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 liability, obligation or claim, including without limitation reasonable attorneys’ fees 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 expensesNextTraffic, for death 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 indemnify, 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 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. 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 damage 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 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 of the Indemnitees 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 reason it at any time in respect of any liability, obligation or claim to which the negligence or willful misconduct of Indemnitor or foregoing indemnity relates. Should any of Indemnitor’s agentsclaim covered by the foregoing indemnity be asserted against NextTraffic, membersNextTraffic shall notify MegaMedia promptly and give it an opportunity to defend the same, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend NextTraffic shall extend reasonable cooperation to MegaMedia in connection with such action, suit or proceedingdefense. In additionthe event that MegaMedia fails to defend the same within a reasonable time, NextTraffic shall be entitled to assume the extent not expressly prohibited by lawdefense thereof, Tenant agrees and MegaMedia shall be liable to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or repay NextTraffic for all its expenses reasonably incurred by or asserted against Landlord or Landlord’s Indemnitees, in connection with the defense (including reasonable attorneys’ ' fees and expensessettlement payments). vi. In the event MegaMedia does not reimburse NextTraffic as set forth above, for death then NextTraffic shall have a right to set off the amount of such liability, obligation or injury toclaim, including NextTraffic's other expenses as set forth above, against monies due MegaMedia by virtue of this or damage to property ofany other Agreement between NextTraffic and MegaMedia, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except such amounts being applied first to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesnext payment due and to each payment due thereafter until such amount is repaid to NextTraffic in full.

Indemnity. To the extent not expressly prohibited by law, Landlord Debtor hereby indemnifies and Tenant each (in either case, the “Indemnitor”) agree agrees to hold harmless Lender, and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, agents and employees representatives (each an “ln indemnified Person” from and against any and all liabilities, obligations claims, losses, damages, penalties, actions judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “IndemniteesClaims”) from any losseswhich may be imposed on, damagesincurred by, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against against, any Indemnified Person arising in connection with the IndemniteesLoan Documents, the Indebtedness (including, for the avoidance of doubt, any Bank Product) or the Collateral (including without limitation reasonable attorneys’ fees limitation, the enforcement of the Loan Documents and expensesthe defense of any Indemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIM ITATION, for death 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 injury to, or damage to property of, any third parties, other than the Indemnitees, that may arise from the party 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 reimbursement, until such time as (a) a court 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 competent jurisdiction enters a final judgment as to the extent and effect of the Indemnitees by reason of the alleged gross negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury tomisconduct, or damage to property of, third parties (other than Landlord’s Indemniteesb) Lender has expressly agreed in writing with Debtor that may arise from any act or occurrence in the Premises, except to the extent such Claim is proximately caused by the such Indemnified Person’s gross negligence or willful misconduct misconduct. The indemnification provided for in this Section shall survive the termination of Landlord this Agreement and shall extend and continue to benefit each individual or Landlord’s Indemniteesentity that is or has at any time been an indemnified Person hereunder.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and The Issuer shall indemnify the other Indenture Trustee (and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees and employees agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (collectivelyincluding attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this 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 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 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 “Indemnitees”) from Issuer, the Manager, each Hedge Provider and each Liquidity Facility Provider and, in the case of any lossessuch claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, damageseach Rating Agency, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or promptly of any claim asserted against the IndemniteesIndenture Trustee for which it may seek indemnity; provided, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemniteeshowever, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties failure to provide such notice shall not be deemed third party beneficiaries of this Lease. If invalidate any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, right 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, indemnity hereunder except to the extent caused 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 retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such 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 of Landlord or Landlord’s Indemniteesbad faith.

Indemnity. To (a) Each of the extent not expressly prohibited by lawGrantors shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Collateral Agent (and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, representatives and employees (collectively, the “Indemnitees”agents) from and against, any lossesloss, damages, judgments, claims, expenses, costs and liabilities imposed upon liability or incurred by or asserted against the Indemnitees, expense (including without limitation reasonable attorneys’ legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for death which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or injury toactual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or damage indemnity against any loss or liability incurred by the Collateral Agent through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the 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 property of, third parties, any settlement involving any indemnified person that contains any element other than the Indemniteespayment 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 may arise from the negligence or willful misconduct interests of Indemnitor or any the Collateral Agent are in conflict with those of Indemnitor’s agents, members, partners or employees. Such third parties such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be deemed third party beneficiaries unreasonably withheld. (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Lease. If any actionAgreement (in accordance with fee arrangements agreed between the Collateral Agent and FLL), suit (ii) the custody, preservation, use or proceeding is brought against operation of, or the sale of, collection from or other realization upon, any of the Indemnitees by reason Collateral, (iii) the exercise or enforcement of any of the negligence or willful misconduct rights of Indemnitor 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 Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesprovisions hereof.

Indemnity. To the extent not expressly prohibited by law, Landlord (a) The Composer shall at all times indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless InStyle and indemnify the other any licensee of InStyle from and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries against any and employees (collectively, the “Indemnitees”) from any lossesall claims, damages, judgmentsdemands, claims, expensesliabilities, costs and liabilities imposed upon or incurred by or asserted against the Indemniteesexpenses, including without limitation legal expenses and reasonable attorneys’ counsel fees, arising out of any breach or alleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and expensescourt costs incurred in connection with any claim, 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 action or proceeding is brought against by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such a claim within thirty (30) days of the Indemnitees by reason date InStyle receives written notice of thereof. The Composer may participate in the defense of any such claim through counsel of the negligence or willful misconduct of Indemnitor or any of IndemnitorComposer’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and selection at the option Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of said Indemniteesthe conduct of the defense. Pending the resolution of any claim, action or proceeding covered by counsel this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably approved by said Indemniteesrelated to the scope of the Composer’s indemnity with respect thereto, resist unless (and defend such action, suit or proceeding. In addition, to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not expressly prohibited continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS (1) InStyle shall have the right, but not the obligation, to take such action as it deems necessary, in the name of any or all of the parties to this Agreement, against any third party to protect the rights and interest acquired by lawInStyle under the Agreement. Composer shall, Tenant agrees at InStyle’s request, co-operate fully with InStyle in any controversy which may arise or litigation which may be brought concerning InStyle’s rights and interests acquired under this Agreement. For greater certainty, InStyle shall have the right to hold harmless settle, compromise or in any other manner dispose of any matter, claim, action or proceeding and indemnify Landlord to satisfy any judgement that may be rendered in any manner as InStyle in its sole discretion may determine. (2) Any legal action brought by InStyle against any alleged infringer of the Works shall be initiated and Landlord’s Indemnitees from prosecuted by InStyle, and if there is any lossesrecovery made by InStyle as a result thereof, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemniteesafter deduction of the expenses of litigation, including reasonable attorneys’ but not limited to legal fees and expensescourt costs, for death a sum equal to 50% of such net proceeds shall be paid to Composer. (3) If a claim is presented against InStyle with respect to any Composition or injury toMaster, InStyle shall have the right, until the claim has been fully adjudicated or damage settled, to property of, third parties (other than Landlord’s Indemnitees) withhold any and all amounts that may arise from any act be or occurrence in the Premises, except become due with respect to the extent caused by Composition or Master which is the negligence subject of the claim. Such withholding shall continue until the final resolution or willful misconduct settlement of Landlord or Landlord’s Indemniteesany such claim.

Indemnity. To (a) Without limiting any other indemnity extended by Tenant to Landlord under the extent not expressly prohibited by lawprovisions of this Lease, Landlord Tenant hereby indemnifies and Tenant each (in either case, the “Indemnitor”) agree agrees to hold harmless the Landlord (and indemnify the other and the otherall of Landlord’s agents, partnersrepresentatives, employees, shareholders, memberspartners and attorneys) harmless from and against any and all loss, officersliability, directorsclaim and/or expenses (including, beneficiaries and employees (collectivelywithout limitation, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expensesdisbursements) in connection with or arising from: (a) any default by Tenant under this Lease continuing beyond the expiration of applicable notice and cure periods, (b) Tenant’s use or occupancy of the demised premises and/or (c) any acts, omissions, negligence of Tenant, its employees, servants, contractors, agents, licensees and invites in or about the demised premises or the Building. Tenant shall pay to Landlord as Additional Rent an amount equal to all such losses, liabilities, claims and expenses within thirty (30) days after Landlord’s rendition to Tenant of bills or statements therefor. Landlord will, at Tenant’s expense, reasonably cooperate with Tenant in connection with any claims made by Tenant against third parties in connection with actions for death which Landlord in indemnified hereunder. This Article 60(a) shall survive the expiration or injury tosooner termination of this Lease. (b) Landlord hereby indemnifies and agrees to hold Tenant (and all of Tenant’s agents, representatives, employees, shareholders, partners and attorneys) harmless from and against any and all loss, liability, claim and/or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with or damage to property of, third parties, other than the Indemnitees, that may arise arising from the any negligence or willful misconduct of Indemnitor Landlord. This Article 60(b) shall survive the expiration or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries sooner termination of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemnitees.

Indemnity. To A. In addition to the extent payment of expenses pursuant to Section 8.2, whether or not expressly prohibited by law, Landlord and Tenant each (in either casethe transactions contemplated hereby shall be consummated, the “Indemnitor”) agree Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of the Arrangers and indemnify the other Agents, each Fronted LC Issuing Bank and each Lender, and the other’s agents, respective partners, shareholders, members, officers, directors, beneficiaries employees, agents, attorneys, other advisors and employees affiliates of each of the Arrangers and each of the Agents, each Fronted LC Issuing Bank and each Lender (collectively, collectively called the “Indemnitees”), from and against any and 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, non-appealable judgment of a court of competent jurisdiction to (i) 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 gross negligence, bad faith or willful misconduct of Indemnitor that Indemnitee or any of Indemnitor’s agentsits Related Indemnitees (as defined below), members(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, partners or employeesin 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. Such third parties As used herein, (i) “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), 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 Person, whether or not any such Indemnitee shall be designated as a party 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, any Letter of Credit or 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 be deemed third party beneficiaries 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 Leaseclause (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, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative thereto. If any action, suit claim or proceeding is brought against commenced as to which any of the Indemnitees by reason of proposes to demand indemnification, such Indemnitees shall notify the negligence or willful misconduct of Indemnitor or Borrower with reasonable promptness; provided that any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at failure to so notify 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 Borrower shall not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees relieve any Credit Party 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, its obligations hereunder except to the extent caused by such failure materially and adversely affects the negligence or willful misconduct of Landlord or Landlord’s IndemniteesBorrower.

Indemnity. To the extent not expressly prohibited by law10.1 SynCardia shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Medtronic and indemnify the other its Affiliates, and the other’s agents, partners, shareholders, members, their respective officers, directors, beneficiaries employees, shareholders, agents and employees representatives (collectivelyeach, the a “IndemniteesMedtronic Indemnitee”) ), from and against any and all losses, damages, judgmentsliabilities, claims, expenses, costs expenses and liabilities imposed upon or incurred by or asserted against the Indemniteescosts, including without limitation reasonable legal expense and attorneys’ fees and expenses(“Losses”), for death to which any Medtronic Indemnitee may become subject as a result of any claim, demand, action 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 proceeding by 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, (“Claims”) 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 attorneys’ fees and expenses, for death or injury tosuch Losses result from, or damage to property 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 parties party with respect to which Medtronic or any other Medtronic Indemnitee would be entitled to indemnification hereunder, shall permit SynCardia to assume direction and control of the defense of the Claim (other than Landlordincluding the right to settle the Claim solely for monetary consideration), and shall cooperate as requested (at SynCardia’s Indemniteesexpense) that may arise from any act or occurrence in the Premisesdefense 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, except 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 extent caused 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 negligence 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 willful misconduct of Landlord or Landlord’s Indemniteesdefend SynCardia for any third party claim.

Indemnity. To (i) The Grantor agrees to indemnify, pay and hold harmless the extent not expressly prohibited by law, Landlord and Tenant each (in either caseBeneficiary, the “Indemnitor”) agree to hold harmless Trustee and indemnify each of the other Secured Parties and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents and employees Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “"Indemnitees”") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts (including, costs without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and liabilities 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 upon or on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the IndemniteesIndenture, including the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation reasonable attorneys’ fees and expenseslimitation, for death any misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or injury toany other document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided, or damage to property of, third parties, other than the Indemniteeshowever, that may arise the Grantor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Indemnitor that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the 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 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and The Issuer shall indemnify the other Indenture Trustee (and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees and employees agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (collectivelyincluding attorney's fees and expenses) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this 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 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 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 “Indemnitees”) from Issuer, the Manager, each Hedge Provider and each Liquidity Facility Provider and, in the case of any lossessuch claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, damageseach Rating Agency, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or promptly of any claim asserted against the IndemniteesIndenture Trustee for which it may seek indemnity; provided, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemniteeshowever, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties failure to provide such notice shall not be deemed third party beneficiaries of this Lease. If invalidate any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, right 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, indemnity hereunder except to the extent caused 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 retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such 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 of Landlord or Landlord’s Indemniteesbad faith.

Indemnity. To the extent not expressly prohibited by lawEach Borrower and Guarantor jointly and severally shall indemnify Lender, Landlord its Affiliates and Tenant each (in either case, the “Indemnitor”) agree to hold harmless its and indemnify the other and the other’s agents, partners, shareholderstheir respective managers, members, officers, directorsemployees, beneficiaries Affiliates, agents, representatives, successors, assigns, accountants and employees attorneys (collectively, the “Indemnitees”"Indemnified Persons") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claimssuits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, costs and liabilities imposed upon or incurred by or asserted against the Indemniteesany Indemnified Person with respect to or arising out of, including without limitation reasonable attorneys’ fees and expensesor in any litigation, for death proceeding or injury investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or damage any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to property of, third parties, other than the Indemnitees, extent that may arise from any of the foregoing arises out of the gross negligence or willful misconduct of Indemnitor such Indemnified Person. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to 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 Indemnitor’s agentswhich Lender becomes aware for which indemnification may be required under this Section 12.4, membersand Lender may elect (but is not obligated) to direct the defense thereof, partners provided that the selection of counsel shall be subject to Borrower's and or employees. Such third parties Guarantor's consent, which consent shall not be deemed unreasonably withheld or delayed. 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. 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 Lender reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the extent that Lender obtains recovery from a third party beneficiaries other than an Indemnified Person of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of amounts that any Borrower has paid to Lender pursuant to the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employeesindemnity set forth in this Section 12.4, then Indemnitor will, at Indemnitor’s expense and at Lender shall promptly pay to such Borrower or Guarantor the option amount 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesrecovery.

Indemnity. To the extent not expressly prohibited by law, Landlord (a) The Company shall indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Hippo, its Affiliates and indemnify the other its and the other’s agents, partners, shareholders, members, their respective officers, directors, beneficiaries employees, managers, partners or agents against and employees (collectively, the “Indemnitees”) from any lossesDamages arising out of or in connection with any Action against Hippo, damagesits Affiliates or any of their respective officers, judgmentsdirectors, claimsemployees, expensesmanagers, costs and liabilities imposed upon partners or incurred agents in connection with the provision of Transition Services under this Agreement, except for such Damages caused 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 gross negligence or willful misconduct of Indemnitor Hippo or its Affiliates or its or their respective officers, directors, employees, managers, partners or agents. (b) Hippo shall indemnify and hold harmless the Company, its Affiliates and its and their respective officers, directors, employees, managers, partners or agents against and from any Damages arising out of or in connection with any Action against the Company, its Affiliates or any of Indemnitor’s agentstheir respective officers, membersdirectors, employees, managers, partners or employees. Such third parties shall not be deemed third party beneficiaries agents arising out of a breach by Hippo of this Lease. If any action, suit Agreement or proceeding is brought against any of the Indemnitees by reason of the gross negligence or willful misconduct of Indemnitor by Hippo or any of Indemnitor’s agentsits Affiliates or its or their respective officers, membersdirectors, employees, managers, partners or employeesagents. (c) With respect to Damages payable to third parties, then Indemnitor willthe following procedures shall apply: (i) Promptly after receipt by any Person entitled to indemnification under this Section 3.02 of notice of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim in respect of which the indemnitee will seek indemnification pursuant to this Section, the indemnitee shall promptly notify the indemnitor of such claim in writing and shall provide to the indemnitor reasonably available information requested to assess such claim and the applicability of such indemnity. The indemnitor shall notify the indemnitee in writing within 30 days after receipt of such notice if the indemnitor elects to assume control of the defense and settlement of that claim (a “Notice of Election”). The indemnitee shall use commercially reasonable efforts to extend the date on which a response is due to afford the indemnitor a reasonable period in which to consider, issue, and act upon its Notice of Election. (ii) If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that (A) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, except that the indemnitor shall be required to reimburse the indemnitee for its reasonable fees and disbursements of separate counsel if the actual or potential defendants in, or targets of, such claim include both the indemnitor and the indemnitee, and the indemnitee shall have reasonably concluded, after consultation with counsel, that there may be legal defenses available to it that are different from or additional to those available to the indemnitor, and (B) the indemnitor shall obtain the prior written consent of the indemnitee before entering into any settlement of such claim, other than settlements that involve solely the payment of monetary damages by the indemnitor. If the indemnitor controls the defense and settlement of a claim, the indemnitor shall have no liability with respect to any compromise, settlement or discharge of a third party claim effected without its written consent (which consent may not unreasonably be withheld, delayed or conditioned). (iii) If the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period or if the indemnitor fails to defend such claim with reasonable diligence, the indemnitee shall have the right to defend and settle the claim in such manner as it may deem appropriate, at Indemnitor’s the cost and expense and at of the option indemnitor. (iv) The indemnification rights of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend each indemnified party pursuant to this Section 3.02 shall be the exclusive remedy of such action, suit or proceeding. In addition, indemnified party with respect to the extent not expressly prohibited by law, Tenant agrees claims 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteeswhich such indemnification relates.

Indemnity. To (a) The Company shall indemnify and hold harmless Subscriber (to the extent not expressly prohibited by law, Landlord and Tenant each (in either casea seller under the Registration Statement), the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries 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, the “IndemniteesLosses”) from caused by any lossesuntrue or alleged untrue statement of a material fact contained in the Registration Statement, damages, judgments, claims, expenses, costs and liabilities imposed upon any prospectus included in the Registration Statement or incurred by preliminary prospectus or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death in any amendment or injury tosupplement thereto, or damage any omission or alleged omission to property ofstate a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, third partiespreliminary prospectus or supplement thereto, 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 in light of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent circumstances under which they were made) 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisesmisleading, 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 the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each affiliate of the Company (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 untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the negligence Registration Statement or willful misconduct preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission of Landlord a material fact required to be stated therein or Landlordnecessary 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 Indemniteesindemnification 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, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, 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 indemnified party 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 enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or 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 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 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 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 a 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, 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 contribution pursuant to this Section 8(e) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.

Indemnity. To the extent not expressly prohibited by law(a) The Issuer shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Security Trustee (and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, representatives and employees (collectively, the “Indemnitees”agents) from and against, any lossesloss, damages, judgments, claims, expenses, costs and liabilities imposed upon liability or incurred by or asserted against the Indemnitees, expense (including without limitation reasonable attorneys’ legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the Issuer of any claim for death which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or injury toactual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Issuer, which consent shall not be unreasonably withheld. The Issuer shall not be required to reimburse any expense or damage indemnify against any loss or liability incurred by the Security Trustee through negligence or bad faith. The Issuer may, in its sole discretion and at its expense, 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 claim; provided that (i) the Issuer may not agree to property of, third parties, any settlement involving any indemnified person that contains any element other than the Indemniteespayment 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 may arise from the negligence or willful misconduct interests of Indemnitor or any the Security Trustee are in conflict with those of Indemnitor’s agents, members, partners or employees. Such third parties the Issuer and (iii) the indemnified person shall have the right to disapprove the counsel designated by the Issuer which disapproval shall not be deemed third party beneficiaries unreasonably given. (b) The Issuer shall within ten (10) Business Days after demand pay to the Security Trustee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Security Trustee may incur in connection with (i) the administration of this Lease. If any actionAgreement (in accordance with fee arrangements agreed between the Security Trustee and the Issuer), suit (ii) the custody, preservation, use or proceeding is brought against operation of, or the sale of, collection from or other realization upon, any of the Indemnitees by reason Collateral, (iii) the exercise or enforcement of any of the negligence or willful misconduct rights of Indemnitor the Security Trustee or any of Indemnitor’s agents, members, partners other Secured Party against the Issuer or employees, then Indemnitor will, at Indemnitor’s expense and at any Grantor hereunder or (iv) 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused failure by the negligence Issuer or willful misconduct any Grantor to perform or observe any of Landlord or Landlord’s Indemniteesthe provisions hereof.

Indemnity. To In addition to and without limiting the extent not generality of Section 12.1, Contractor expressly prohibited by lawagrees to indemnify, Landlord defend and Tenant each (in either casehold the State of Oregon and its agencies, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, memberssubdivisions, officers, directors, beneficiaries employees and employees (collectively, the “Indemnitees”) agents harmless from any and all third party claims, suits, actions, losses, damages, judgmentsliabilities, claims, expensesstatutory penalties, costs and liabilities imposed expenses of any nature whatsoever resulting from, arising out of 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 Agency will not unreasonably withhold, (i) replace an infringing item with a non-infringing item that meets or incurred by exceeds the performance and functionality of the replaced item; or asserted against (ii) obtain for Agency the Indemniteesright 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 failure or inability to 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 without limitation reasonable attorneys’ fees and expensestermination. 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 contemplated by this Contract, for death a Deliverable, the Requirements or injury toApplication Services specifications, or damage to property of, third parties, as otherwise authorized by Contractor in writing; Use of the Deliverables or the Application Services in a manner other than as contemplated in this Contract, a Deliverable, the IndemniteesApplication 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 indemnify Agency as set forth in Sections 12.1 and 12.2 is conditioned on Agency providing to Contractor prompt notification of any claim or potential claim of which Agency becomes aware that may arise from be the negligence subject of those sections. Contractor will have control of the defense and settlement of any claim that is subject to Section 12.1 or willful misconduct Section 12.2; however, neither Contractor nor any attorney engaged by Contractor will defend the claim in the name of Indemnitor the State of Oregon or any agency of State, nor purport to act as legal representative of the State of Oregon or any of Indemnitor’s agentsits agencies, 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 without the approval of the Indemnitees by reason Attorney General, nor will Contractor settle any claim on behalf of the negligence or willful misconduct State of Indemnitor or any Oregon without the approval of Indemnitor’s agents, members, partners or employees, then Indemnitor willthe Attorney General. State, at Indemnitorits election and expense, assume its own defense and settlement in the event that State determines that Contractor is prohibited from defending the State of Oregon, is not adequately defending the State of Oregon’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 attorneys’ fees and expenses, for death or injury tointerests, or damage that an important governmental principle is at issue and the State of Oregon desires to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesassume its own defense.

Indemnity. To the extent not expressly prohibited by law, Landlord and 7.5.1 The Tenant each (in either case, the “Indemnitor”) agree to hold harmless and shall indemnify the other Landlord in respect of all claims and proceedings brought or threatened against the other’s agentsLandlord in relation to the Communications Site (including associated liabilities, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any lossesdemands, damages, judgmentspenalties, claimsfines, expenseslosses, costs and liabilities imposed upon expenses (including but not limited to any solicitors' or other professionals' costs and expenses) reasonably and properly incurred by the Landlord) ("Proceedings") arising out of or asserted against in connection with [any breach, non-performance or non-observance of 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 Tenant's obligations under this Lease. If ,] any action, suit [negligent or] unlawful act or proceeding is brought against any omission by the Tenant in the exercise of the Indemnitees by reason Rights and/or use of the negligence Communications Site and/or the Equipment provided that: (a) the Landlord shall promptly notify the Tenant of any Proceedings and the Landlord will not compound, settle or willful misconduct admit those Proceedings without the prior written consent of Indemnitor the Tenant (such consent not to be unreasonably withheld or delayed) except by an order of a court or tribunal of competent jurisdiction; and (b) the Tenant shall be entitled at its own cost to defend or settle any of IndemnitorProceedings subject to the Landlord’s agents, members, partners prior written consent (such consent not to be unreasonably withheld or employees, then Indemnitor will, delayed). 7.5.2 The indemnity 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, paragraph 7.5.1 does not extend to: (a) [any Proceedings to the extent not expressly prohibited by law, Tenant agrees that they are in respect of consequential loss beyond loss of rent due to hold harmless and indemnify Landlord and damage to the Landlord’s Indemnitees 's Property]; (b) any Proceedings to the extent that they result from any lossesnegligence, damageswilful act, judgmentsdefault or omission of the Landlord, claimsits employees, expensesservants, contractors, agents or tenants or any other person outside the Tenant's control; and (c) any Proceedings to the extent that the Landlord has failed to take any action that it ought reasonably and properly to have taken to mitigate any liabilities, costs and liabilities imposed upon expenses that it may suffer. 7.5.3 Claims under the above-mentioned indemnity shall be capped at a level of [one million/five million/ten million] pounds (£[insert numeric figure for clarity]) whether in respect of a single claim or incurred by a series of claims arising from the same incident (except in the event of death or asserted personal injury where there shall be no limit). 7.5.4 Nothing in this Lease shall restrict or interfere with the Tenant's rights against the Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (any other than Landlord’s Indemnitees) that may arise from any act or occurrence person in the Premises, except to the extent caused by the negligence or willful misconduct respect of Landlord or Landlord’s Indemniteescontributory negligence.

Indemnity. To 19.1. Seller shall take all necessary precautions to prevent the extent not expressly prohibited by lawoccurrence of any injury to persons or property during the progress of such work. Seller shall indemnify and keep CMC, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, membersits directors, officers, directors, beneficiaries agents and employees (collectivelyand CMC’s Customer(s) harmless from and against all claims, demands, losses, suit or action which may result from any default, act or omission of Seller, its agents, employees or subcontractors which arise out of or in connection with the “Indemnitees”performance of the obligations pursuant to this Order. Seller shall maintain such public liability, commercial general liability, aviation liability, property damage and contingent liability insurance as will protect CMC and CMC’s Customer(s) from said risks and from any lossesclaims under any applicable law or regulation or act respecting industrial accidents and occupational diseases. Certificates of insurance evidencing such coverage shall be provided to CMC upon request. 19.2. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, damagesNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR OTHER ECONOMIC LOSS OR FOR INDIRECT, judgmentsSPECIAL, claimsINCIDENTAL, expensesCONSEQUENTIAL, costs PUNITIVE OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS ORDER, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Clause 20. – CONFIDENTIALITY Seller shall protect and liabilities imposed upon or incurred keep confidential any and all information provided by or asserted against CMC with the Indemniteessame degree of care as it normally exercises to preserve its own proprietary information. Such information shall only be disclosed to those of its employees having a "need to know". Seller shall use such information solely for the purpose of the Order. Any and all rights, including without limitation reasonable attorneys’ fees and expensesrestriction, for death any copyright, patent right or injury toother intellectual property right, to such information shall remain with CMC. Upon termination or damage to property ofexpiration of the Order, 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 employeesSeller shall promptly return all information provided by CMC. Such third parties Seller shall not use CMC's name in any marketing activity without prior written consent of CMC. Clause 21. - CONTINUED SUPPLY 21.1 The Seller undertakes to supply the Items, including spare parts and repair services for the Items to CMC and CMC’s for so long as any aircraft fitted with the Items is in service anywhere in the world, at fair and reasonable prices to be deemed agreed upon by the Parties at the time of such request. 21.2 Should the Seller discontinue the manufacture of the Items during said period, the Seller shall notify CMC by written notice at least one (1) year in advance of such discontinuance to permit the purchase of Items and spares for the remaining period of this undertaking or, at the discretion of CMC, either make satisfactory arrangements with a third party beneficiaries to establish a continuing source of this Lease. If any action, suit Items and spares or proceeding is brought against any of the Indemnitees by reason of the negligence provide to CMC or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor willits customer(s), at Indemnitor’s expense no charge, a non-exclusive royalty-free license to manufacture and at have manufactured for its own use, spare parts and provide copies of all drawings, technical information, specifications, manufacturing instructions, patterns, tooling and other things necessary or appropriate for the option manufacture of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist such Items 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesspares.

Indemnity. To The Parties shall jointly and severally indemnify, defend and save harmless the extent not expressly prohibited by lawEscrow Agent and its affiliates and their respective successors, Landlord and Tenant each (in either caseassigns, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, membersdirectors, officers, directorsmanagers, beneficiaries attorneys, accountants, experts, agents and employees (collectively, the “Indemniteesindemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, claimssettlements, expensesactions, suits, proceedings, litigation, investigations, costs and liabilities imposed upon or incurred by or asserted against expenses (including, without limitation, the Indemnitees, including without limitation reasonable attorneys’ fees and expensesexpenses of outside counsel and experts and their staffs and all reasonable expense of document location, for death duplication and shipment) (collectively “Losses”) arising out of or injury toin connection with (a) the Escrow Agent’s 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 damage to property of, third parties, other than the Indemnitees, that as may arise from by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury toindemnitee, or damage to property of(b) its following any instructions or other directions, third parties (other than Landlord’s Indemnitees) that may arise whether joint or singular, from any act or occurrence in the PremisesParties, except to the extent caused that its following any such instruction or direction is expressly forbidden by the negligence terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or willful misconduct removal of Landlord the Escrow Agent or Landlord’s Indemniteesthe termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow for its own account or for the account of an indemnitee any amounts finally determined to be due to the Escrow Agent or to an indemnitee under this Section 9. The obligations contained in this Section 9 shall survive the termination of this Agreement and the resignation, replacement or removal of the Escrow Agent.

Indemnity. To the extent not expressly prohibited by law15.1 INDEMNIFICATION BY DISTRIBUTOR FOR NEGLIGENCE, Landlord WILLFUL MISCONDUCT, OR BREACH. DISTRIBUTOR shall indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless L&I and indemnify the other its AFFILIATES and the other’s their licensors (including, but not limited to, BTG and its licensor) and their respective employees, agents, partners, shareholders, members, officers, directorsmanagers, beneficiaries partners and employees directors and each of them (collectively, the “Indemnitees”an "L&I Indemnified Party") from and against any and all THIRD PARTY claims, causes of action, losses, damages, judgments, claims, expenses, damages and costs and liabilities imposed upon or incurred by (including reasonable attorney'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 (an) "L&I Loss(es)") resulting from or arising out of the Indemniteespackaging, including without limitation reasonable attorneys’ fees and expensesuse, for death marketing or injury tosale by DISTRIBUTOR its AFFILIATES or their SUBDISTRIBUTORS of PRODUCT in the TERRITORY, but solely to the extent that such L&I Loss(es) arise out of or result from the (i) negligence or willful misconduct of DISTRIBUTOR, or damage to property of, third parties, other than the Indemnitees, that may arise from breach by DISTRIBUTOR of any of its representations or warranties or obligations or covenants hereunder and/or (ii) the negligence or willful misconduct of Indemnitor or any breach of Indemnitor’s 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. L&I shall indemnify and hold harmless DISTRIBUTOR and its AFFILIATES and their SUBDISTRIBUTORS, and their respective employees, agents, membersofficers, managers, partners or employees. Such third parties shall not be deemed third party beneficiaries and directors and each of this Lease. If them (a "DISTRIBUTOR Indemnified Party") from and against any and all THIRD PARTY claims, causes of action, suit losses, damages and costs (including reasonable attorney's fees) of any nature made or proceeding is brought asserted against any a DISTRIBUTOR Indemnified Party, in each case by a THIRD PARTY (hereinafter individually and collectively (a) "DISTRIBUTOR Loss(es)" resulting from or arising out of the Indemnitees by reason manufacture, use, marketing or sale of PRODUCT in the TERRITORY but solely to the extent that such DISTRIBUTOR Loss(es) arise out of or result from (i) the negligence or willful misconduct of Indemnitor L&I, or the breach by L&I of any of Indemnitor’s agents, members, partners its representations or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit warranties 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 obligations or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties covenants hereunder and/or (other than Landlord’s Indemniteesii) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesbreach of obligations or covenants hereunder by AFFILIATES of L&I in performing under or pursuant to or exercising rights under this AGREEMENT.

Indemnity. To the extent not expressly prohibited by law, Landlord Debtor hereby indemnifies and Tenant each (in either case, the “Indemnitor”) agree agrees to hold harmless Lender, and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, agents and employees representatives (each an “Indemnified Person”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “IndemniteesClaims”) from any losseswhich may be imposed on, damagesincurred by, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against against, any Indemnified Person arising in connection with the IndemniteesLoan Documents, the Indebtedness (including, for the avoidance of doubt, any Bank Product) or the Collateral (including without limitation reasonable attorneys’ fees limitation, the enforcement of the Loan Documents and expensesthe defense of any Indemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, for death 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 injury to, or damage to property of, any third parties, other than the Indemnitees, that may arise from the party 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 reimbursement, until such time as: (a) a court 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 competent jurisdiction enters a final judgment as to the extent and effect of the Indemnitees by reason of the alleged gross negligence or willful misconduct of Indemnitor misconduct; or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend (b) Lender has expressly agreed in writing with Debtor that 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent Claim is proximately caused by the such Indemnified Person’s gross negligence or willful misconduct misconduct. The indemnification provided for in this Section shall survive the termination of Landlord this Agreement and shall extend and continue to benefit each individual or Landlord’s Indemniteesentity that is or has at any time been an Indemnified Person hereunder.

Indemnity. To the extent not expressly prohibited by lawEach Pledgor jointly and severally agrees (i) to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Security Trustee and indemnify the other its respective successors, assigns, employees, agents and the other’s agentsaffiliates (individually an “Indemnitee”, partners, shareholders, members, officers, directors, beneficiaries and employees (an collectively, the “IndemniteesIndemnities”) from and against any lossesand all obligations, damages, judgmentsinjuries, penalties, claims, expensesdemands, costs losses, judgments and liabilities imposed upon or incurred by or asserted against the Indemnitees(including, including without limitation liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable attorneys’ fees costs, expenses 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 Indemniteesdisbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Pledge Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Security Document (but excluding any obligation, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for death penalties) or injury to, expenses of whatsoever kind or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except nature to the extent caused incurred or arising by the reason of gross negligence or willful wilful misconduct of Landlord such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of gross negligence or Landlord’s Indemniteeswilful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), of or any matter or thing in connection with this Pledge Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligation of any Pledgor under this Section 14 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall continue in full force and effect notwithstanding the full payment and fulfilment of all the obligations under the Senior Finance Documents and notwithstanding the discharge thereof.

Indemnity. To the extent not expressly prohibited by law, Landlord Debtor hereby indemnifies and Tenant each (in either case, the “Indemnitor”) agree agrees to hold harmless Lender, and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, agents and employees representatives (each an “Indemnified Person”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature (collectively, the “IndemniteesClaims”) from any losseswhich may be imposed on, damagesincurred by, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against against, any Indemnified Person arising in connection with the IndemniteesLoan Documents, the Indebtedness or the Collateral (including without limitation reasonable attorneys’ fees limitation, the enforcement of the Loan Documents and expensesthe defense of any Indemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, for death 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 injury to, or damage to property of, any third parties, other than the Indemnitees, that may arise from the party 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 reimbursement, until such time as (a) a court 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 competent jurisdiction enters a final judgment as to the extent and effect of the Indemnitees by reason of the alleged gross negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury tomisconduct, or damage to property of, third parties (other than Landlord’s Indemniteesb) Lender has expressly agreed in writing with Debtor that may arise from any act or occurrence in the Premises, except to the extent such Claim is proximately caused by the such Indemnified Person’s gross negligence or willful misconduct misconduct. The indemnification provided for in this Section shall survive the termination of Landlord this Agreement and shall extend and continue to benefit each individual or Landlord’s Indemniteesentity that is or has at any time been an Indemnified Person hereunder.

Indemnity. To the extent not expressly prohibited Tenant shall indemnify, defend (by lawcounsel reasonably acceptable to Landlord), protect and hold Landlord and Tenant each (in either caseLandlord’s trustees, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, membersdirectors, officers, directorsagents, beneficiaries employees, contractors, representatives, property managers, students and employees volunteers and their respective successors and assigns (collectively, the “IndemniteesLandlord’s Agents”) ), free and harmless from and against any losses, damages, judgments, and all claims, expensesliabilities, costs and liabilities imposed upon penalties, forfeitures, losses or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ and consultants’ fees and expensesoversight and response costs) to the extent arising from (a) Environmental Activity by Tenant or Tenant’s Agents; or (b) failure of Tenant or Tenant’s Agents to comply with any Environmental Law with respect to Tenant’s Environmental Activity; or (c) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or attain full facility closure at the end of the Term as required pursuant to Section 12.10 below. Tenant’s obligations hereunder shall include, for death or injury but not be limited to, or damage to property ofthe burden and expense of defending all claims, 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense suits and at the option of said Indemnitees, by administrative proceedings (with counsel reasonably approved by said IndemniteesLandlord), resist 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 actionclaims, suit suits or proceeding. In addition, to the extent not expressly prohibited by lawproceedings, Tenant agrees to hold harmless and indemnify Landlord and shall obtain Landlord’s Indemnitees written approval of the identity of such counsel, which approval shall not be unreasonably withheld, conditioned or delayed, in the event Tenant’s failure to surrender the Premises at the expiration or earlier termination of this Lease free of Tenant’s Hazardous Materials prevents Landlord from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in reletting the Premises, except or reduces the fair market and/or rental value of the Premises or any portion thereof, Tenant’s indemnity obligations shall include all losses to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesarising therefrom.

Indemnity. To the extent not expressly prohibited by law11.1 Novartis shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s Emisphere, its affiliates, agents, partners, shareholders, members, officers, directors, beneficiaries officers and employees from and against any loss, damage, action, proceeding, expense or liability (collectively, the including attorney’s fees) (“IndemniteesLoss”) arising from or in connection with (i) the practice by Novartis of any losseslicense which may be granted hereunder, damages(ii) the development, judgmentsmanufacture, claimsuse, expenseshandling, costs and liabilities imposed upon storage, sale or incurred other disposition of any Product by Novartis, its Affiliates or asserted against the Indemniteessublicensees, including without limitation reasonable attorneys(iii) Novartis’ fees and expenses, for death gross negligence or injury towillful misconduct, or damage (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to property of, third parties, other than the Indemnitees, that may arise extent such Losses result from the gross negligence or willful misconduct of Indemnitor any Emisphere Indemnitee or the breach by Emisphere of any of Indemnitor’s agentswarranty, membersrepresentation, partners covenant or employees. Such third parties agreement made by Emisphere in this Agreement. 11.2 Emisphere shall not be deemed third party beneficiaries of this Lease. If any actionindemnify, suit or proceeding is brought 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 which may be granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the Indemnitees breach by reason Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of Indemnitor 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 Indemnitor’s agentsa claim as soon as reasonably practicable after it receives notice of the claim, membersshall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), partners or employees, then Indemnitor will, at Indemnitor’s expense and shall cooperate as requested (at the option expense 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s IndemniteesIndemnifying Party) that may arise from any act or occurrence in the Premises, except to defense of the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesclaim.

Indemnity. To (a) Each Seller Party severally agrees to indemnify the extent not expressly prohibited by law, Landlord and Tenant each (in either caseBuyer, the Controlling Party and each of their respective Related Parties (each such party being called an “IndemnitorIndemnitee”) agree against, and to hold each Indemnitee harmless from, any and indemnify the other and the other’s agentsall losses, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any lossesclaims, damages, judgments, claims, liabilities and related expenses, costs including reasonable counsel fees, charges and liabilities imposed upon or disbursements, incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property any Indemnitee arising out of, in any way connected with or as a result of any claim, litigation, investigation or proceeding relating to such Seller having made a representation or warranty herein or in any other Transaction Document that is incorrect in any respect at the time made or deemed made, whether or not any Indemnitee is a Party thereto (and regardless of whether such matter is initiated by a third partiesParty or by any Seller Party or any of their respective Affiliates), other than provided that no Seller Party shall have any obligation under this subsection to any such Indemnitee if the Indemniteesrepresentation or warranty alleged to be incorrect is determined by a final and unappealable decision of a court not to have been incorrect. (b) The indemnities in clause (a) of this Section shall not, as to any Indemnitee, be available to the extent that may arise such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the negligence bad faith, gross negligence, fraudulent actions or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties such Indemnitee; provided that the Seller Parties shall not be deemed third party beneficiaries obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not provide reasonably prompt notice to the Seller Parties (with a copy to the Controlling Party) of this Leaseany claim for which indemnification is sought or (ii) admits any liability or incurs any significant expenses after receiving actual written notice of the claim (which is sufficiently specific to give reasonable notice of the existence of the claims and the expenses of such legal proceedings), or agrees to any settlement without the prior written consent of the Seller Parties. If The Seller Parties may, in their sole discretion and at their expense, control the defense of the claim including designating counsel for the Indemnitees and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any actionclaim. (c) To the extent permitted by applicable law, suit or proceeding is brought no Party, and no Person benefitting from the indemnity provided herein, shall assert, and each Party waives and the Seller Parties shall have no obligation with respect to, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Senior Loan, or the use of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor proceeds thereof. (d) Notwithstanding any provision in this Agreement or any of Indemnitor’s agentsother Transaction Document, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, Seller Parties shall have no liability to the extent not expressly prohibited Buyer with respect to the collectibility of any amounts under the RMBS Pool, the Obligor of any RMBS Issue, the default by law, Tenant agrees any Obligor on any obligation of such Obligor with respect 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 attorneys’ fees and expenses, for death or injury tothe applicable RMBS Issue, or damage the failure of any Obligor to property of, third parties (other than Landlord’s Indemnitees) that may arise from make any act or occurrence in the Premises, except payment pursuant to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesapplicable RMBS Issue and its Related Instruments.

Indemnity. To 12.1 Without prejudice to Clause 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 not expressly prohibited 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, Landlord and Tenant each . 12.2 Notwithstanding Clause 16 (in either caseExclusion of Contracts Act), the “Indemnitor”) agree 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 the Mortgages Trustee Corporate Services Provider and indemnify any Director and any of the other and the other’s agents, partners, shareholders, membersdirectors, officers, directorsemployees and agents of the Mortgages Trustee Corporate Services Provider at the time of such demand, beneficiaries and employees against any liabilities, actions, proceedings, claims or demands whatsoever (collectively, the “Indemnitees”together with Irrecoverable VAT thereon upon provision of a valid VAT invoice in respect of such amount) 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 which it or any of Indemnitor’s agents, members, partners them may incur or employees. Such third parties shall not be deemed third party beneficiaries subject to in direct or indirect consequence of this Lease. If Agreement or as a direct or indirect result of the performance of the functions and obligations provided for under this Agreement, except as a result of a breach by the Mortgages Trustee Corporate Services Provider of this Agreement or as a result of the gross negligence, bad faith or wilful default on the part of the Mortgages Trustee Corporate Services Provider, any action, suit Director or proceeding is brought against any of the Indemnitees by reason directors, officers, employees or agents of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsMortgages Trustee Corporate Services Provider, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at as the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceedingcase may be. In addition, This indemnity shall expressly inure to the extent not expressly prohibited by lawbenefit of any director, Tenant agrees to hold harmless officer, employee or agent existing or future of the Mortgages Trustee Corporate Services Provider 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by benefit of any substitute of the negligence or willful misconduct of Landlord or Landlord’s IndemniteesMortgages Trustee Corporate Services Provider under this Agreement.

Indemnity. To the extent not expressly prohibited by lawTenant shall indemnify, Landlord and Tenant each (in either caseprotect, the “Indemnitor”) agree to hold harmless and indemnify the other defend Landlord and the otherLandlord’s agents, partners, shareholders, members, officers, directors, beneficiaries shareholders, partners, members, principals, employees, agents, representatives, and employees (collectivelyother related entities and individuals, the “Indemnitees”) and their respective successors and assigns, from and against any lossesand all liabilities, damagesclaims, suits, judgments, claimsactions, expensesinvestigations, proceedings, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ fees and expensescosts) arising out of or in connection with any breach of any provisions of this Article or directly or indirectly arising out of the use, for death generation. storage, release, disposal or injury transportation of Hazardous Materials by Tenant, or any assignee or subtenant of Tenant, or their respective agents, contractors, employees. licensees, or invitees (Tenant Parties”), on, under or about the Premises during the Lease Term or any other period of Tenant’s actual or constructive occupancy of the Premises, including, but not limited to, all foreseeable and unforeseeable consequential damages and the cost of any Remedial Work. Any defense of Landlord pursuant to this Section shall be by counsel reasonably acceptable to Landlord. Neither the consent by Landlord to the use, generation, storage, release, disposal or damage transportation of Hazardous Materials nor the strict compliance with ail Hazardous Materials Laws shall excuse Tenant from Tenant’s indemnification obligations pursuant to property of, third parties, other than this Article. The foregoing indemnity shall be in addition to and not a limitation of the Indemnitees, that may arise from the negligence or willful misconduct indemnification provisions of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries Article 13 of this Lease. If Tenant’s obligations pursuant to this Article shall survive the termination or expiration of this Lease but only as to Hazardous Materials used or stored by Tenant or the Tenant Parties. Nothing in this Lease shall impose on Tenant any action, suit or proceeding is brought against any liability (including payment as part of Operating Costs) for Hazardous Materials existing in the Premises as of the Indemnitees Commencement Date, or brought onto the Premises or Center after the expiration of this Lease by reason of the negligence or willful misconduct of Indemnitor persons other than Tenant and Tenant Parties, or any of Indemnitor’s agentsliability in connection with Hazardous Materials brought onto the Premises or Center by Landlord, members, partners other tenants or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesTenant Parties.

Indemnity. To In addition to the payment of expenses pursuant to Section 4.15 and Section 9.6, whether or not the transactions contemplated hereby shall be consummated, each of the Borrowers and each of their respective Subsidiaries (as "Indemnitor") agrees, jointly and severally, to indemnify each Lender, each holder of any Loan or, Senior Note and any Warrant and any stockholder, general partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), in respect of, and hold them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, in any manner arising out of or relating to this Agreement, the Operative Agreements, the Lenders' agreements to make the Loans or the use or intended use of the proceeds of any of the Loans hereunder (the "Indemnified Liabilities"); provided, that the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise such Indemnified Liability arises solely from the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor or prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of Indemnitor’s agentsthose elements of such claim of which such Indemnitee has knowledge; provided, members, partners or employeesthat any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced thereby. Such third parties The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such claim without (i) the appropriate Indemnitee's prior written consent which consent shall not be deemed third party beneficiaries of this Lease. If any action, suit unreasonably withheld or proceeding is brought against any (ii) obtaining an unconditional release of the Indemnitees by reason appropriate Indemnitee from all claims arising out of or in any way relating to the negligence circumstances involving such claim) 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, however, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or willful misconduct more defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of Indemnitor any claim pursuant to this Section 9.4 that is effected without its prior written consent. To the extent that the undertaking to indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Law or any of Indemnitor’s agentspublic policy, members, partners or employees, then Indemnitor will, at Indemnitor’s expense the Company shall contribute the maximum portion which it is permitted to pay and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In additionsatisfy under applicable Law, to the extent not expressly prohibited by law, Tenant agrees to hold harmless payment and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or satisfaction of all Indemnified Liabilities incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, the Indemnitee for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To the extent not expressly prohibited by lawBorrower hereby agrees to defend, Landlord indemnify, pay and Tenant each (in either casehold Lender, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries agents and employees affiliates of Lender (collectively, the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensesdisbursements, costs and liabilities expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed upon or on, incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death in any manner arising out Borrower's breach of or injury todefault under this Agreement, or damage any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to property ofmake the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, third parties, other than the Indemnitees, "Indemnified Liabilities"); provided that may arise Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of Indemnitor that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of Indemnitor’s agents, members, partners or employeesthem. Such third parties The provisions of the undertakings and indemnification set out in this Section 7 shall not be deemed third party beneficiaries survive satisfaction and payment of the Borrower's Obligations and the termination of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesAgreement.

Indemnity. To the extent not expressly prohibited by law, Landlord Each of Company and Tenant each Transferor (in either casesuch capacity, "Indemnitor") agrees to indemnify and hold the other party (in such capacity, "Indemnitee") harmless from and against any loss, cost, liability, damage or expense including, without limitation, reasonable attorneys' fees and costs in all trial and appellate proceedings ("Losses") incurred in connection with any claim by a third party, including, without limitation, any current or former shareholder, director, officer, employee or agent of Transferor (a "Claim"), made, or arising out of (x) in the case of Company (as Indemnitor), the “Assumed Liabilities or any failure by Company for any reason to pay, perform and discharge any Assumed Liabilities, or (y) in the case of Transferor (as Indemnitor”) agree the Excluded Liabilities or any failure by Transferor for any reason to hold harmless pay, perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and stating that the Indemnitee intends to seek indemnification for such Claim from the Indemnitor pursuant to this Agreement. The Indemnitor will have the right to settle all Claims upon terms and conditions acceptable to the Indemnitor, provided that (i) such settlement includes an unconditional release of the Indemnitee from all liability with respect to such Claim and (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee other than financial obligations for which the Indemnitee will be indemnified hereunder. Upon timely receipt of a Claim Notice from the Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question, provided that such counsel is reasonably approved in writing by the Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or Claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectivelyIndemnitee, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, and will cause the law firm defending the Claim to, at Indemnitor’s expense all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may, at the option Indemnitor's sole expense, retain separate counsel of said Indemniteesthe Indemnitee's choice, by and such separate counsel reasonably approved by said Indemniteeswill be entitled fully to participate in the defense of such Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as to all Claims, resist and defend such action, suit or proceeding. In addition, will make available to the extent not expressly prohibited by lawIndemnitor as reasonably requested all information, Tenant agrees records and documents relating to hold harmless all Claims and indemnify Landlord will preserve all such information, records and Landlord’s Indemnitees from documents until final, nonappealable resolution of any lossesClaim. The Indemnitee will also make available to the Indemnitor, damagesas reasonably requested, judgmentsits personnel (including technical), claimsagents and other representatives who are responsible for preparing or maintaining information, expenses, costs and liabilities imposed upon records or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury toother documents, or damage who may have particular knowledge with respect to property ofany Claim. The Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any request to pursue, third parties (other than Landlord’s Indemnitees) that may arise from and/or assign to Indemnitor, any act rights of contribution or occurrence in the Premisesto reimbursement, except to the extent caused by the negligence whether contractual or willful misconduct of Landlord or Landlord’s Indemniteesotherwise.

Indemnity. To the extent not expressly prohibited by law, Landlord Each Pledgor jointly and Tenant each severally agrees (in either case, the “Indemnitor”i) agree to indemnify and hold harmless the Pledgee, each Secured Creditor that is an indemnitee under Section 6 of Annex N to the U.S. Security Agreement and indemnify the other their respective successors, assigns, employees, agents and the other’s agentsservants (individually an “Indemnitee”, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from and against any and all claims, demands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, judgments, claims, and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees fees, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, demands, losses, judgments and expenses, liabilities (including liabilities for death penalties) or injury to, expenses of whatsoever kind or damage nature to property of, third parties, other than the Indemnitees, that may arise from the extent incurred or arising by reason of gross negligence or willful misconduct of Indemnitor or such Indemnitee). In no event shall any Indemnitee hereunder be liable, in the absence 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 of the Indemnitees by reason of the gross negligence or willful misconduct of Indemnitor on its part, for any matter or any of Indemnitor’s agents, members, partners thing in connection with this Agreement other than to account for monies or employees, then Indemnitor will, at Indemnitor’s expense other property actually received by it in accordance with the terms hereof. If 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 lawthat the obligations of any Pledgor under this Section 11 are unenforceable for any reason, Tenant each Pledgor hereby 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in make the Premises, except maximum contribution to the extent caused by payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the negligence or willful misconduct full payment of Landlord or Landlord’s Indemniteesall the Notes issued under the Credit Agreement, the termination of all Interest Rate Agreements and Letters of Credit, the full repayment of all the outstanding Senior Secured Notes and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. To the extent not expressly prohibited by lawThe Warrant Agent shall be liable hereunder only for its own gross negligence, Landlord and Tenant each willful misconduct or bad faith (in either each case, the “Indemnitor”) agree as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Company agrees to hold harmless and indemnify the other Warrant Agent and the other’s agentssave it harmless against any and all liabilities loss, partnersdamage, shareholdersjudgment, membersfine, officerspenalty, directorsclaim, beneficiaries and employees (collectivelydemand, the “Indemnitees”) from any lossessettlement, damagesreasonable cost or expense that is paid, incurred or to which it becomes subject, including judgments, claims, expenses, costs and liabilities imposed upon reasonable counsel fees, for anything done or incurred omitted by the Warrant Agent for any action taken, suffered or asserted against omitted to be taken by the IndemniteesWarrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including without limitation the reasonable attorneys’ fees costs and expensesexpenses of defending against any claim of liability arising therefrom, for death directly or injury toindirectly, or of enforcing its rights under this Agreement, except (i) as a result of 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); 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, in no event shall the Warrant Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any 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 property ofthe contrary herein, third partiesany liability, other than liability arising out of or attributable to the IndemniteesWarrant Agent’s gross negligence, that may arise 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 shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery 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 Warrant Agent is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesbeing sought.

Indemnity. To the extent not expressly prohibited by lawEach Pledgor jointly and severally agrees (i) to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Pledgee and indemnify the each other Secured Creditor and the other’s agentstheir respective successors, partnersassigns, shareholdersemployees, membersagents and affiliates (individually an “Indemnitee”, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from and against any lossesand all obligations, damages, judgmentsinjuries, penalties, claims, expensesdemands, costs losses, judgments and liabilities imposed upon (including, without limitation, liabilities for penalties) of whatsoever kind or incurred by or asserted against the Indemniteesnature, including without limitation and (ii) to reimburse each Indemnitee for all reasonable attorneys’ fees costs, expenses 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 Indemniteesdisbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or 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 death penalties) or injury to, expenses of whatsoever kind or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except nature to the extent caused incurred or arising by the reason of gross negligence or willful misconduct of Landlord such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or Landlord’s Indemniteeswillful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the full payment of all of the outstanding Intermediate Holdco Indebtedness, the termination of all Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

Indemnity. To (a) The liability of the extent not expressly prohibited by lawNiSource Parties and their Affiliates and all their respective officers, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officersemployees, directors, beneficiaries agents and employees other representatives (collectively, the “IndemniteesNiSource 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 NiSource Parties for any Losses of the applicable Columbia Party and its Affiliates and their respective officers, employees, directors, agents and other representatives (collectively, the “Columbia Indemnified Parties”) arising from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon NiSource Services’ willful misconduct or incurred gross negligence in providing the Services pursuant hereto; provided that in no event shall such liability exceed the fees previously paid to NiSource Services by or asserted against Columbia Services in respect of the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury toservice from which such liability flows, 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent the liability arises out of NiSource Services’ breaching this Agreement by not expressly prohibited providing the Services (or level of services) required hereunder, then the liability shall not exceed the higher of the fees previously paid to NiSource Services by lawColumbia Services in respect of the service from which such liability flows or the amount that NiSource Services would have been paid by Columbia Services for such services for the agreed-upon term of such services (not to exceed 24 months from the date hereof). (b) Columbia Services will, Tenant agrees to hold harmless and will cause the other Columbia Parties to, indemnify Landlord and Landlord’s Indemnitees the NiSource Indemnified Parties from any lossesand all Losses resulting from a demand, damagesclaim, judgmentslawsuit, claims, expenses, costs and liabilities imposed upon action or incurred by proceeding relating to this Agreement or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisesprovision of Services, except to the extent caused by such Losses arise out of the negligence or willful misconduct or gross negligence of Landlord any NiSource Party or Landlord’s Indemniteesany of its representatives in providing the Services under this Agreement. Subject to the limitations in Section 6.1(a), NiSource Services will, and will cause the other NiSource Parties to, indemnify the Columbia Indemnified Parties from any and all Losses resulting from a demand, claim, lawsuit, action or proceeding relating to such NiSource Services’ willful misconduct or gross negligence in providing the Services under this Agreement. The persons entitled to indemnification pursuant to the foregoing shall be third-party beneficiaries of the rights to indemnification described in this Section 6.1(b). (c) Notwithstanding anything to the contrary contained in this Agreement, no NiSource Indemnified Parties or Columbia 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 breach of contract, negligence, strict liability or any other legal or equitable relief. (d) COLUMBIA SERVICES ACKNOWLEDGES (ON BEHALF OF ITSELF AND THE COLUMBIA 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 NISOURCE SERVICES MANAGE AND OPERATE THE COLUMBIA BUSINESS, IN LIEU OF THE COLUMBIA INDEMNIFIED PARTIES. THE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.

Indemnity. To In addition to the extent payment of expenses pursuant to the terms and conditions of Section 8.2 hereof, whether or not expressly prohibited by lawthe transactions contemplated hereby shall be consummated, Landlord and Tenant each Borrower (in either case, the an “Indemnitor”) agree agrees to indemnify, pay, and hold harmless Lender and indemnify the other any holder of a Note, and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents, and employees Affiliates of Lender and such holders (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts, costs expenses and liabilities 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, whether or not such Indemnitee shall be designated a party thereto), which may be imposed upon or on, incurred by by, or asserted against the Indemniteesthat Indemnitee, including without limitation reasonable attorneys’ fees and expenses, for death in any manner relating to 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 arising out of this Lease. If any actionAgreement, suit the other Loan Documents, Lender’s agreement to make the Loans or proceeding is brought against any the use or intended use of the Indemnitees by reason proceeds of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at Loans hereunder (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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises“Indemnified Liabilities”), except to the extent caused by that any such Indemnified Liabilities arose at the result of Lender’s or any other Indemnitee’s gross negligence or willful misconduct misconduct. Each Indemnitee shall give the Indemnitor prompt written notice of Landlord any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge: provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the Indemnitor is prejudiced, The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which 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 Landlord’s Indemnitees(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 a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there arc one or more material defenses available to the Indemnitee which are not available to the Indemnitor. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Law or public policy, Borrower shall contribute the maximum portion 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.

Indemnity. To In addition to the extent payment of expenses pursuant to --------- Section 13.1 whether or not expressly prohibited by lawthe transactions contemplated hereby shall be consummated, Landlord Intermediate Holdings (as "Indemnitor") agrees to indemnify, pay ---------- and Tenant each (in either casehold the Purchaser, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents, and employees Affiliates of the Purchaser (collectivelycollectively called the "Indemnitees") harmless ----------- from and against any and all losses, the “Indemnitees”) from any lossesclaims, costs, expenses liabilities, damages, judgmentsand disbursements of any kind or nature whatsoever (including, claimswithout limitation, expensesthe reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, costs and liabilities administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the IndemniteesDiscount Notes or the other documents related to the transactions, including without limitation reasonable attorneys’ fees and expenses, for death the Purchaser's agreement to purchase the Discount Notes or injury to, the use or damage intended use of the proceeds of any of the proceeds thereof to property of, third parties, other than Intermediate Holdings (the Indemnitees"Indemnified Liabilities"); provided, that may arise Indemnitor ----------------------- -------- shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to -------- give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which they are responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) 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 a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall -------- not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for 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 claim pursuant to this Section 13.2 that is effected without its prior written consent. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Intermediate Holdings 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 Indemnities 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To 8.1 Entegris agrees that during the extent Term and for such further time as Entegris shall occupy or hold the Premises or any part thereof, EMD Millipore shall not expressly prohibited by lawbe liable to Entegris and Entegris shall defend (with counsel reasonably acceptable to EMD Millipore), Landlord indemnify, and Tenant each (in either casehold EMD Millipore, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries agents, employees, independent contractors, and employees (collectivelyinvitees harmless from and against any and all liability for all injuries, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, accidents or damage to property ofany person or property, third partiesand from all claims, other than the Indemniteesactions, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsproceedings and costs in connection therewith, 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by including reasonable counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In additionfees, to the extent arising from (a) any act, omission, fault or negligence of Entegris, its officers, directors, agents, employees, independent contractors, licensees, or invitees, and relating to the presence of any of the foregoing persons or of Entegris’ operations on the Premises or anywhere at the ▇▇ ▇▇▇▇▇ ▇▇▇▇ facility. 8.2 EMD Millipore agrees that during the Term and for such further time as Entegris shall occupy or hold the Premises or any part thereof pursuant to a reasonable claim of right, Entegris shall not expressly prohibited by lawbe liable to EMD Millipore and EMD Millipore shall defend (with counsel reasonably acceptable to Entegris), Tenant agrees to indemnify, and hold Entegris, its officers, directors, agents, employees, independent contractors, and invitees harmless from and indemnify Landlord against any and Landlord’s Indemnitees from any all liability for all injuries, losses, damagesaccidents or damage to any person or property, judgments, and from all claims, expensesactions, proceedings and costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemniteesin connection therewith, including reasonable attorneyscounsel fees, to the extent arising from any act, omission, fault or negligence of EMD Millipore, its officers, directors, agents, employees, independent contractors, licensees, or invitees and relating to the presence of any of the foregoing persons on the Premises or relating to EMD Millipore’s operations on the Premises or anywhere at the ▇▇ ▇▇▇▇▇ ▇▇▇▇ facility. 8.3 Each of EMD Millipore and Entegris hereby releases and waives any claim it might have against the other for any loss or damage caused by theft, destruction, fire or any other casualty, regardless of whether such loss or damage shall be brought about by the fault or negligence of the other party or its agents, to the extent the same (a) is insured against under any insurance policy that covers the Premises or the buildings in which the Premises are located, EMD Millipore’s or Entegris’ fees fixtures, personal property, leasehold improvements or business, or (b) is required to be insured against under the terms hereof, it being understood and expenses, for death agreed that the waiving party reserves any rights with respect to any excess loss or injury toover the amount recovered on account of such insurance. Each of EMD Millipore and Entegris agrees to cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 8.4 In addition to its obligations under Section 8.2, EMD Millipore agrees that Entegris shall not be liable to EMD Millipore and EMD Millipore shall defend (with counsel reasonably acceptable to Entegris), indemnify, and hold Entegris, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to property ofany person or property, third parties (other than Landlord’s Indemnitees) that may arise and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, arising from any act release of hazardous waste by EMD Millipore or occurrence its employees or agents in the Premises, except only to the extent not caused by Entegris or its employees or agents. 8.5 In addition to its obligations under Section 8.1, Entegris agrees that EMD Millipore shall not be liable to Entegris and Entegris shall defend (with counsel reasonably acceptable to EMD Millipore), indemnify, and hold EMD Millipore, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to any person or property, and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, arising from any release of hazardous waste by Entegris or its employees or agents in the negligence Premises, only to the extent not caused by EMD Millipore or willful misconduct of Landlord its employees or Landlord’s Indemniteesagents.

Indemnity. To the extent not expressly prohibited Grantee shall indemnify, defend (with legal counsel designated by law, Landlord Grantor) and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Grantor and indemnify the other and the other▇▇▇▇▇▇▇’s agents, partners, shareholders, membersdirectors, officers, directorsemployees, beneficiaries consultants, agents, representatives, successors and employees assigns (collectively, the “IndemniteesGrantor Related Persons”) from any lossesand against all claims, actions, causes of action, rights, defenses, demands, allegations, damages, fines, penalties, liabilities, losses, encumbrances, liens, obligations, settlements, judgments, claimsawards, expensesappeals, costs and liabilities imposed upon expenses (including but not limited to reasonable fees and costs of attorneys, expert witnesses and other consultants) of any kind or incurred character in law, equity, or otherwise (individually and collectively, “Claims”) regarding, arising out of or in connection with (a) any personal injury or property damage which occurs in or on the Property in connection with entry on the Property by or asserted against on behalf of Grantee and its Representatives; (b) any use or misuse of the IndemniteesProperty by Grantee or its Representatives; (c) any act or omission by Grantee or its Representatives, in connection with matters contemplated by this Grant of Easement; (d) performance of any work on the Property by Grantee or its Representatives permitted hereunder, including without limitation reasonable attorneys’ fees limitation, any defect in any such work; (e) any violation or alleged violation by Grantee or its Representatives of any law or regulation now or hereafter enacted; (f) the failure of Grantee to maintain any Improvements (as defined herein) or Easement Area in good condition and expenses, for death or injury to, or damage repair at all times throughout the term of this Grant of Easement; and (g) any breach of Grantee of its obligations under this Grant of Easement. The foregoing indemnity shall not apply to property of, third parties, other than the Indemnitees, that may arise from extent any such Claims are ultimately established by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of Indemnitor the Grantor Related Persons or any of Indemnitor’s agentstheir Representatives. Except as set forth in the immediately preceding sentence, membersGrantee, partners or employees. Such third parties shall not be deemed third party beneficiaries as a material part of the consideration of this Lease. If Grant of Easement, waives all claims or demands against Grantor and the Grantor Related Persons for any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesClaims.

Indemnity. To Each of the extent not expressly prohibited by lawParties shall jointly and severally indemnify, Landlord defend, and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Escrow Agent and indemnify the other its affiliates and the other’s agentstheir respective successors, partnersassigns, shareholders, membersdirectors, officers, directors, beneficiaries agents and employees (collectively, the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, claimssettlements, expensesactions, suits, proceedings, litigation, investigations, costs and liabilities imposed upon or incurred by or asserted against expenses (including the Indemnitees, including without limitation documented reasonable attorneys’ fees and expensesexpenses of one outside counsel and experts and their staffs and all reasonable expense of document location, for death duplication and shipment) (collectively “Escrow Agent Losses”) arising out of or injury toin connection with (a) the Escrow Agent’s 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 damage to property of, third parties, other than the Indemnitees, that as may arise from by reason of any act, omission or error of the Indemnitee, except to the extent that such Escrow Agent Losses, as adjudicated by a court of competent jurisdiction, have been caused by the fraud, gross 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 of the Indemnitees by reason Indemnitees, or (b) its following any instructions or other directions from the Buyer or the Sellers’ Representative in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, the Buyer and the Sellers’ Representative agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the negligence Escrow Agent described in Section 7) shall be borne by the Party or willful misconduct Parties determined by a court of Indemnitor or any of Indemnitor’s agentscompetent jurisdiction to be responsible for causing the Escrow Agent Losses for which the Indemnitee is entitled to indemnification or, members, partners or employeesif no such determination is able to be made, 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused one-half by the negligence Buyer and one-half by the Sellers’ Representative. The Parties acknowledge that the foregoing indemnities shall survive the resignation or willful misconduct removal of Landlord the Escrow Agent or Landlord’s Indemniteesthe termination of this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set-off or a contractual security interest under this Agreement.

Indemnity. To (a) The Company and its subsidiaries shall defend, indemnify and hold harmless Permira and each of the Permira Designees (each such Person being a “Permira Indemnified Party”) from and against any and all Losses arising from any claim by any Person with respect to, or in any way related to, this Agreement (including reasonable attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any Permira Indemnified Party except to the extent not expressly prohibited that such Loss is determined by lawa court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct of such Permira Indemnified Party. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company and its subsidiaries or any Permira Indemnified Party, Landlord and Tenant each or in which any Permira Indemnified Party may be impleaded with others, upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance of the obligations hereunder by any Permira Indemnified Party (in either caseincluding, without limitation, the performance of services pursuant to Section 4(b) above), except that if such damage is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct by a Permira Indemnified Party then such Permira Indemnified Party shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, in no event will the liability of Permira or the Permira Designees in connection with this Agreement exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Permira hereunder. (b) The Company and its subsidiaries shall defend, indemnify and hold harmless Spectrum and each of the Spectrum Designees (each such Person being a “IndemnitorSpectrum Indemnified Party”) agree from and against any and all Losses arising from any Claims resulting from any act or omission of any Spectrum Indemnified Party except to hold harmless the extent that such Loss is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct of such Spectrum Indemnified Party. The Company and indemnify its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company and its subsidiaries or any Spectrum Indemnified Party, or in which any Spectrum Indemnified Party may be impleaded with others, upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance of the obligations hereunder by any Spectrum Indemnified Party, except that if such damage is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct by a Spectrum Indemnified Party then such Spectrum Indemnified Party shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, in no event will the liability of Spectrum or the Spectrum Designees in connection with this Agreement exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Spectrum hereunder. (c) The Company hereby acknowledges that the Permira Indemnified Parties and the other’s agentsSpectrum Indemnified Parties have certain rights to indemnification, partnersadvancement of expenses and/or insurance provided by the investment funds managed by Permira and Spectrum, shareholdersrespectively, members, officers, directors, beneficiaries and employees certain of their Affiliates (collectively, the “IndemniteesFund Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation whether pursuant to or with respect to this Agreement, the organizational documents of the Company or any other agreement, as applicable, (i) from that the Company is the indemnitor of first resort (i.e., its obligations to the Permira Indemnified Parties and the Spectrum Indemnified Parties are primary and any lossesobligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Permira Indemnified Party and the Spectrum Indemnified Party are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by any Permira Indemnified Party or Spectrum Indemnified Party, as applicable, and shall be liable for the full amount of all costs, damages, judgmentspenalties, claimsfees and expenses paid in settlement to the extent legally permitted and as required by the terms of this Agreement, expensesthe organizational documents of the Company or any other agreement, costs and liabilities imposed upon as applicable, without regard to any rights any Permira Indemnified Party or incurred by or asserted Spectrum Indemnified Party may have against the IndemniteesFund Indemnitors, including without limitation reasonable attorneys’ fees and expenses(iii) that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for death contribution, subrogation or injury to, any other recovery of any kind in respect thereof. The Company further agrees that no advancement or damage payment by the Fund Indemnitors on behalf of any Permira Indemnified Party or Spectrum Indemnified Party with respect to property of, third parties, other than the Indemnitees, that may arise any claim for which any Permira Indemnified Party or Spectrum Indemnified Party has sought indemnification from the negligence Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or willful misconduct payment to all of Indemnitor the rights of recovery of any Permira Indemnified Party or any of Indemnitor’s agents, members, partners or employeesSpectrum Indemnified Party against the Company. Such third parties shall not be deemed third The Company agrees that the Fund Indemnitors are express third-party beneficiaries of the terms of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesSection 7(c).

Indemnity. To the extent not expressly prohibited by law9.2.1 Borrower shall indemnify, Landlord defend and Tenant each (in either case, the “Indemnitor”) agree to hold harmless each Lender Party and indemnify the other its Affiliates and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents, attorneys, affiliates, successors and employees assigns of each Lender Party and its Affiliates (collectively, the “"Indemnitees”") from and against (a) any and all transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of the Loan Documents or the making of the Loans (provided that any Lender claiming any additional amounts payable pursuant to this Section 9.2.1 (a) shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender), and (b) any and all liabilities, losses, damages, penalties, judgments, claims, expenses, costs and liabilities expenses of any kind or nature whatsoever (including reasonable attorneys' fees, including allocated costs of in-house counsel, and disbursements in connection with any actual or threatened investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto) that may be imposed upon or on, incurred by or asserted against such Indemnitee, in any manner relating to or arising out of the IndemniteesLoan Documents, including without limitation reasonable attorneys’ fees and expenses, for death or injury tothe Loans, or damage the use or intended use of the proceeds of the Loans (the "Indemnified Liabilities"); provided that no Indemnitee shall have the right to property ofbe indemnified or held harmless hereunder for its own gross negligence, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct misconduct, as determined by a final judgment of Indemnitor a court of competent jurisdiction. 9.2.2 To the extent that the undertaking to indemnify and hold harmless set forth in Section 9.2.1. may be unenforceable as violative of any Applicable Law or any public policy, the Borrower shall make the maximum contribution to the 46 payment and satisfaction 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 each of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceedingIndemnified Liabilities that is permissible under Applicable Law. 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesAll Indemnified Liabilities shall be payable on demand.

Indemnity. To the extent not expressly prohibited by law, Landlord The Pledgor jointly and Tenant each severally irrevocably agrees (in either case, the “Indemnitor”a) agree to indemnify and hold harmless the Pledgee, each other Secured Creditor and indemnify the other their respective successors, assigns, employees, agents and the other’s agentsservants (individually, partnersan "INDEMNITEE" and, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”"INDEMNITEES") on demand from and against any and all claims, demands, losses, damages, judgments, claims, expenses, costs judgments and liabilities imposed upon (including liabilities for penalties) of whatsoever kind or incurred by or asserted against the Indemniteesnature, including without limitation and (b) to reimburse each Indemnitee on demand for all reasonable attorneys’ fees costs and expenses, including reasonable attorneys' fees, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Loan Document (but excluding any claims, demands, losses, judgments and liabilities (including liabilities for death penalties) or injury to, expenses of whatsoever kind or damage nature to property of, third parties, other than the Indemnitees, that may arise from the extent incurred or arising by reason of gross negligence or willful misconduct of Indemnitor or such Indemnitee). In no event shall any Indemnitee hereunder be liable, in the absence 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 of the Indemnitees by reason of the gross negligence or willful misconduct of Indemnitor on its part, for any matter or any of Indemnitor’s agents, members, partners thing in connection with this Agreement other than to account for moneys or employees, then Indemnitor will, at Indemnitor’s expense other Property actually received by it in accordance with the terms hereof. If 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 lawthat the obligations of the Pledgor under this SECTION 11 are unenforceable for any reason, Tenant the Pledgor hereby 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in make the Premises, except maximum contribution to the extent caused by payment and satisfaction of such obligations which is permissible under Applicable Law. The indemnity obligations of the negligence or willful misconduct Pledgor contained in this SECTION 11 shall continue in full force and effect notwithstanding the full payment of Landlord or Landlord’s Indemniteesall of the Loans and other Credit Extensions made under the Credit Agreement, the termination of all Letters of Credit, and the payment of all of the other Obligations, and notwithstanding the discharge thereof.

Indemnity. To the extent not expressly prohibited by lawLessee shall indemnify, Landlord defend and Tenant each keep harmless Lessor and any Assignee (as defined in either caseSection 17), the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries their respective agents and employees (collectivelyeach, the an “IndemniteesIndemnitee”) ), from and against 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, all Claims (other than the Indemnitees, that such as may arise directly and proximately result from the actual, but not imputed, gross negligence or willful misconduct of Indemnitor such Indemnitee), by paying or any otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of Indemnitor’s agentsits own simple negligence, members, partners whether that negligence is the sole 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 concurring cause of the Indemnitees Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (a) no Event of Default has occurred and is then continuing, (b) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (c) Lessee is financially capable of satisfying its obligations under this Section, and (d) Lessor approves the defense counsel selected by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsLessee. The term “Claims” shall mean all claims, membersallegations, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages▇▇▇▇▇, judgments, claimssettlements, expensessuits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the nature of interest, Liens, and costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, (including reasonable attorneys’ fees and expensesdisbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for death or injury tohereunder, or damage otherwise available at law or equity to property ofLessor), third parties of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (1) any Lease Document, including the performance, breach (including any Event of Default) or enforcement of any of the terms thereof, or (2) the Equipment, or any part or other than Landlord’s Indemnitees) contents thereof, any substance at any time contained therein or emitted therefrom, including any Hazardous Materials that may arise exist in violation hereof, or the premises at which the Equipment may be located from time to time, or (3) the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any act property to which it may be attached from time to time, maintenance, use, condition, ownership or occurrence operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any LEASE AGREEMENT Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in the Premises, except to the extent caused by the tort for negligence or willful misconduct strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of Landlord the Equipment, or Landlord’s Indemniteesany item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever. If any Claim Is made against Lessee or an Indemnitee, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any obligation hereunder.

Indemnity. To (a) In addition to and without limiting any other protection of the extent not expressly prohibited Escrow Agent hereunder or otherwise by law, Landlord and Tenant each (in either casethe Company, the “Indemnitor”) Sponsor and the Parent, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees and employees (collectivelyagents and former officers, the “Indemnitees”) directors, employees, and agents harmless from and against any and all liabilities, losses, claims, damages, judgmentspenalties, claimsactions, expensessuits, costs demands, levies, costs, expenses and liabilities disbursements including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed upon or on, incurred by or asserted against the IndemniteesEscrow Agent, including without limitation reasonable attorneys’ fees and expenseswhether groundless or otherwise, for death howsoever arising from or injury toout of any act, omission or damage to property of, third parties, other than error of the Indemnitees, that may arise Escrow Agent in connection with its acting as Escrow Agent hereunder unless arising from the negligence gross negligence, wilful misconduct or willful misconduct bad faith on the part of Indemnitor the Escrow Agent. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of the Escrow Agent and the termination of this Agreement. (b) In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Adjustment Escrow Shares, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto or from a third person with respect to any matter arising pursuant to this Agreement which, in its opinion, are in conflict with any provision of Indemnitor’s agentsthis Agreement, membersit shall be entitled to refrain from taking any action authorized and directed hereunder, partners or employees. Such third parties and in so doing, the Escrow Agent shall not be deemed third party beneficiaries or become liable in any way to the parties hereto for its failure or refusal to comply with such claims or demands, until it shall be authorized or directed in writing by the parties hereto. None of the provisions contained in this Lease. If Agreement or any action, suit supplement shall require the Escrow Agent to expend or proceeding is brought against risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of the Indemnitees by reason of the negligence its rights or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteespowers.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either casea) Subject to Section 8(c) below, the “Indemnitor”) agree to hold harmless and indemnify the other Escrow Agent and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from Distributor shall be liable for any losses, damages, claims, liabilities, penalties, judgments, claimssettlements, expensesactions, suits, proceedings, litigations, investigations, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ limitation, the fees and expensesexpenses of outside counsel and experts and their staffs and all expenses of document location, for death 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 or injury toDistributor’s, or damage to property ofas the case may be, third parties, other than the Indemnitees, that may arise from the gross negligence or willful misconduct misconduct; provided, however, that any liability of Indemnitor Escrow Agent or any of Indemnitor’s agentsDistributor 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. (b) The Company shall indemnify and hold Escrow Agent harmless from and against, members, partners or employees. Such third parties and the Escrow Agent shall not be deemed third party beneficiaries responsible for, any and all Losses arising out of or attributable to Escrow Agent’s duties under this Lease. If any actionAgreement or the Escrow Agent’s appointment, suit or proceeding is brought including the reasonable costs and expenses of defending itself against any of the Indemnitees by reason of the negligence Losses or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisesenforcing this Agreement, except to the extent caused 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 liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the negligence possibility of such damages. (d) This Section 8 shall survive termination of this Agreement or willful misconduct the resignation, replacement or removal of Landlord or Landlord’s Indemniteesthe Escrow Agent for any reason.

Indemnity. To the extent not expressly prohibited by law(a) The Company agrees to indemnify, Landlord pay and Tenant each (in either case, the “Indemnitor”) agree to hold harmless each Purchaser, and indemnify the other such Purchaser’s assignees and the other’s agents, partners, shareholders, members, affiliates and their respective officers, directors, beneficiaries employees, agents, consultants, auditors, and employees attorneys of any of them (collectively, the “Purchaser Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts, costs expenses and liabilities disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Purchaser Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Purchaser Indemnitee shall be designated a party thereto) (collectively, “Losses”) that may be imposed upon or on, incurred by by, or asserted against that Purchaser Indemnitee, in any manner relating to or arising out of any inaccuracy in any representation or warranty made by the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury toCompany, or damage any breach of any covenant or agreement to property ofbe performed by the Company, third partiesunder this Agreement and/or the other Transaction Documents, the consummation of the transactions contemplated by this Agreement and the other than Transaction Documents; provided that the Indemnitees, that may arise Company shall have no obligation to a Purchaser Indemnitee hereunder with respect to Losses directly resulting from the gross negligence or willful misconduct of Indemnitor or any that Purchaser Indemnitee, as determined by a court of Indemnitor’s agents, members, partners or employeescompetent jurisdiction by a final and nonappealable judgment. Such third parties The Company shall not be deemed third party beneficiaries obligated to indemnify the Purchaser Indemnitees, or have any liability, in excess of this Lease. If the aggregate Purchase Price paid for the Notes, the Warrants and the Commitment Shares hereunder. (b) Each Purchaser jointly and severally agrees to indemnify, pay and hold harmless the Company, and the Company’s assignees and affiliates and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any actionof them (collectively, suit or proceeding is brought the “Company Indemnitees”) from and against any and all Losses that may be imposed on, incurred by, or asserted against that Company Indemnitee, in any manner relating to or arising out of any inaccuracy in any representation or warranty made by the Indemnitees Purchasers, or any breach of any covenant or agreement to be performed by reason of the Purchaser, under this Agreement and/or the other Transaction Documents; provided that no Purchaser shall have any obligation to a Company Indemnitee hereunder with respect to Losses directly resulting from the gross negligence or willful misconduct of Indemnitor or any that Company Indemnitee, as determined by a court of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense competent jurisdiction by a final 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesnonappealable judgment.

Indemnity. To the extent not expressly prohibited by lawThe Pledgor agrees to indemnify, Landlord pay and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Collateral Agent and indemnify each of the other Secured Parties and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents and employees affiliates of Collateral Agent and each of the Secured Parties (collectively, collectively called the “"Indemnitees”") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts (including, costs without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and liabilities 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 upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or any other Credit Document (including, without limitation, any misrepresentation by the Indemnitees, including without limitation reasonable attorneys’ fees Pledgor in this Agreement or any other Credit Document) (the "indemnified liabilities"); provided that the Pledgors 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 expenses, for death or injury to, or damage the expiration of time to property of, third parties, other than the Indemnitees, appeal) by a court of competent jurisdiction that may arise such indemnified liability arose from the gross negligence or willful misconduct of Indemnitor that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Pledgor 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 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To In addition to and without limiting any other protection of the extent not expressly prohibited Escrow Agent hereunder or otherwise by law, Landlord the Issuer and Tenant each (in either casethe Subscriber hereby agree, the “Indemnitor”) agree jointly and not severally, to indemnify and hold harmless the Escrow Agent and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, Affiliates and employees (collectivelyagents and former officers, the “Indemnitees”) directors, employees, and agents harmless from and against any and all liabilities, losses, claims, damages, judgmentspenalties, claimsactions, expensessuits, costs demands, levies, costs, expenses and liabilities disbursements including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed upon or on, incurred by or asserted against the IndemniteesEscrow Agent, including without limitation reasonable attorneys’ fees and expenseswhether groundless or otherwise, for death howsoever arising from or injury toout of any act, omission or damage to property oferror of the Escrow Agent in connection with its acting as Escrow Agent hereunder unless arising from bad faith, third parties, other than the Indemnitees, that may arise from the gross negligence or willful wilful misconduct on the part of Indemnitor the Escrow Agent. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of the Escrow Agent and the termination of this Agreement. In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Escrow Amount, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto or from a third person with respect to any matter arising pursuant to this Agreement which, in its opinion, are in conflict with any provision of Indemnitor’s agentsthis Agreement, membersit shall be entitled to refrain from taking any action authorized and directed hereunder, partners or employees. Such third parties and in so doing, the Escrow Agent shall not be deemed third party beneficiaries of this Lease. If or become liable in any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, way to the extent not expressly prohibited by lawparties hereto for its failure or refusal to comply with such claims or demands, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon until it shall be authorized or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence directed in the Premises, except to the extent caused writing by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesparties hereto.

Indemnity. To The Trustees (including the extent not expressly prohibited by law, Landlord and Tenant each (in either caseindividual(s) serving as or comprising the Liquidating Trustee), the “Indemnitor”) agree to hold harmless and indemnify employees of the other Liquidating Trust, the members of the Trust Advisory Board and the other’s Litigation Subcommittee, and their respective agents, partners, shareholders, membersemployees, officers, directors, beneficiaries professionals, attorneys, accountants, advisors, representatives and employees principals, including, without limitation, the Trust Professionals (collectively, the “IndemniteesIndemnified Parties”) shall be indemnified by the Liquidating Trust solely from the Liquidating Trust Assets for any losses, claims, damages, judgmentsliabilities and expenses occurring after the Effective Date, claimsincluding, expenseswithout limitation, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees fees, disbursements and expensesrelated expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, for death suit, proceeding or injury toinvestigation brought by or threatened against one or more of the Indemnified Parties on account of the acts or omissions in their capacity as, or damage to property on behalf of, third partiesthe Trustees or a member of the Trust Advisory Board or the Litigation Subcommittee; provided, other than the Indemniteeshowever, that may arise from the negligence Liquidating Trust shall not be liable to indemnify any Indemnified Party for any act or omission arising out of such Indemnified Party’s respective gross negligence, fraud or willful misconduct as determined by a Final Order of Indemnitor the Bankruptcy Court. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Liquidating 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, except for any actions or omissions arising from their own respective willful misconduct, fraud or gross negligence; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Liquidating Trust immediately upon the entry of Indemnitor’s agentsa final, members, partners non-appealable judgment or employees. Such third parties shall order finding that such Indemnified Parties were not be deemed third party beneficiaries entitled to any indemnity under the provisions of this LeaseSection 7.6. If The foregoing indemnity in respect of any action, suit or proceeding is brought against any Indemnified Party shall survive the termination of such Indemnified Party from the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, capacity for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteeswhich they are indemnified.

Indemnity. To the extent not expressly prohibited by lawSub-Subtenant shall indemnify, Landlord protect, defend with counsel ---------- reasonably acceptable to Sub-Sublessor and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other Sub-Sublessor, Sublessor and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees landlord under the Main Lease (collectively, the “Indemnitees”) from any and against all losses, costs, damages, judgmentsexpenses and liabilities, claimsincluding, expenseswithout limitation, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ ' fees and expensescosts, for death which the Indemnitees or injury toany of them may incur or pay out by reason of (a) any accidents, damages or damage injuries to persons or property ofoccurring in, third partieson or about the Sub-Subleased Premises, (b) any breach or default hereunder (including, without limitation, the provisions of the Main Lease and the Sublease that are incorporated by reference herein) on Sub-Subtenant's part, (c) the enforcement of Sub-Sublessor's rights under this Section, Section 4 or any other than section of this Sub-Sublease, (d) any work done after the Indemniteesdate hereof in or to the Sub-Subleased Premises except if done by Sub-Sublessor, that may arise from (e) the negligence or willful misconduct on the part of Indemnitor Sub-Subtenant and/or its officers, employees, agents, contractors and/or invitees, or any person claiming through or under Sub-Subtenant, (f) with respect to Sub-Sublessor only, any action brought by Sub-Subtenant against the Sublessor under the Sublease pursuant to Sections 4 and 14 of Indemnitor’s this Sub-Sublease, or (g) the existence of any hazardous substances (as defined in the Main Lease) which are proven to have been present in or about the Sub-Subleased Premises only after the Commencement Date which resulted from Sub-Subtenant's storage, release, use or disposal of hazardous substances in or about the Sub-Subleased Premises, or the storage, release, use or disposal of Sub-Subtenant's agents, membersemployees, partners contractors or employeesinvitees. Such third parties Sub-Sublessor shall not be deemed third party beneficiaries of this Lease. If any actionindemnify, suit protect, defend with counsel reasonably acceptable to Sub-Subtenant and hold harmless Sub-Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorney's fees and costs, which Sub-Subtenant may incur or proceeding is brought against any of the Indemnitees pay out by reason of (a) any accidents, damages or injuries to persons or property occurring in, on or about the Sub-Subleased Premises if the same shall have been caused by Sub-Sublessor's negligence or willful misconduct, or that of its agents, employees, contractors or invitees, (b) any breach or default hereunder or under the Sublease or the Main Lease (to the extent incorporated by reference in the Sublease as an obligation of Sub-Sublessor) on Sub-Sublessor's part, (c) the enforcement of Sub-Subtenant's rights under this Section or any other section of this Sub-Sublease, (d) any negligence or willful misconduct on the part of Indemnitor Sub-Sublessor and/or its officers, employees, agents or contractors with respect to the Sub-Subleased Premises, or (e) the existence of any hazardous substances which are proven to have been present in or about the Sub-Subleased Premises prior to the Commencement Date which resulted from Sub-Sublessor's storage, use or disposal of Indemnitor’s hazardous substances in or about the Sub-Subleased Premises, or the storage, use or disposal of Sub-Sublessor's agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit contractors 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesinvitees.

Indemnity. To the extent not expressly prohibited by law(a) Licensee agrees to indemnify and hold Licensor harmless from and against any loss, Landlord and Tenant each claim, liability, action, cause of action or damages (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, including all costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, fees) for death any injury or injury to, or damage damages occurring to property of, third parties, other than or their property, in connection with the IndemniteesProducts manufactured or sold by Licensee and for such purpose to maintain insurance, that may arise from if such is available within the negligence Territory, for the benefit of Licensee and Licensor with such company or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employeescompanies and containing such limits as are satisfactory to Licensor. Such third parties THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (b) Licensee shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense also indemnify 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 Licensor harmless and indemnify Landlord and Landlord’s Indemnitees from any lossesliability, damagesloss, judgments, claims, expenses, costs and liabilities imposed upon damage or incurred by or asserted against Landlord or Landlord’s Indemniteesexpense, including reasonable attorneys’ fees and expenses, for death arising out of any claim or injury tosuit involving the manufacture, labeling, sale, distribution or damage advertisement of the Products by Licensee in violation of any law or regulation of the Territory or country of export. (c) Licensor shall notify Licensee of any such claim or suit, and Licensee shall have the right to property ofdefend itself and, third parties (other than Landlordif Licensor consents, also defend Licensor through counsel of Licensee’s Indemnitees) that may arise from any act or occurrence choice provided such counsel is acceptable to Licensor. Licensor shall also be free to retain Licensor’s own counsel, in the Premises, except to the extent caused which case Licensor’s reasonable attorneys’ fees and expenses shall be covered by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesindemnity set forth in this Article 13.

Indemnity. To the extent not expressly prohibited by lawSeller shall indemnify and hold Seller Indemnified Parties harmless from and against any and all claims, Landlord and Tenant each (in either caseactions, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agentsjudgments, partnersliabilities, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any lossesliens, damages, judgmentspenalties, claims, expensesfines, costs and liabilities reasonable attorneys' fees, foreseen or unforeseen, asserted against, imposed upon on or suffered or incurred by Seller Indemnified Parties directly or asserted indirectly arising out of or in connection with any breach of the warranties, representations and covenants set forth in this Agreement. In addition to, and not in limitation of, said indemnity, Seller shall indemnify and hold Seller Indemnified Parties harmless from and against the Indemniteesany and all claims, including without limitation actions, judgments, liabilities, liens, damages, penalties, fines, costs and reasonable attorneys’ fees ' fees, foreseen or unforeseen, asserted against, imposed on or suffered or incurred by Seller Indemnified Parties (unless Purchaser receives and expensesaccepts a proration credit for such items) (i) accruing with respect to the Swap Documents, for death or injury toLeases, Service Contracts, REA, Supplemental Agreements and Permitted Exceptions prior to the Closing Date, (ii) on account of Tort Claims "accruing prior to the Closing Date" (as such phrase is defined in the definition of Tort Claims in Section 1 hereof), or damage (iii) on account of Stray Liabilities. The warranties and representations set forth in this Section 6 shall be deemed remade as of Closing, and said warranties and representations as so remade, and the indemnity obligations set forth herein shall survive Closing, provided that any claim by a Seller Indemnified Party based upon a misrepresentation or breach of any warranty or representation or indemnity obligation under this Section 6 shall be deemed waived unless Purchaser has given Seller notice of such claim prior to property ofthe date which is the sooner to occur of the "SELLER LIQUIDATION DATE" or 18 months after the Closing Date; provided, third partieshowever, other as to the indemnity for Stray Liabilities, such notice by Purchaser may be given at any time until the Seller Liquidation Date (even if later than the Indemnitees, date which is 18 months after the Closing Date). "Seller Liquidation Date" means the later to occur of (i) 60 days after Seller gives Purchaser written notice stating that may arise from Seller intends to liquidate and distribute all of its remaining assets or (ii) the negligence or willful misconduct date which is 30 days prior to the actual date of Indemnitor or any said liquidation of Indemnitor’s agents, members, partners or employeesSeller. Such third parties Seller shall not be deemed third party beneficiaries give Purchaser at least 75 days prior written notice of this LeaseSeller's liquidation (the purpose of which is to allow Seller to have notice of claims at least 15 days prior to Seller's liquidation). If the actual liquidation does not occur within six (6) months after such notice is given, Seller shall give Purchaser a new notice at least 75 days prior to Seller's liquidation. Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no liability for breaches of any actionrepresentations, suit warranties and certifications (the "REPRESENTATIONS") with respect to the Property which are made by Seller herein or proceeding is brought against in any of the Indemnitees documents or instruments required to be delivered by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, Seller hereunder 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in on the Premises, except date immediately prior to the extent caused by Closing Date Purchaser knows of such breach (but the negligence or willful misconduct foregoing shall not preclude Purchaser terminating this Agreement on account of Landlord or Landlord’s Indemniteessuch breach, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser).

Indemnity. To the extent not expressly prohibited by law, Landlord 4.1.3.1 The Digital Amplification & Social Media Management Agency agrees to indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the NITI Aayog from and indemnify the other against any and the other’s agentsall claims, partnersactions, shareholdersproceedings, memberslawsuits, officersdemands, directorslosses, beneficiaries and employees (collectively, the “Indemnitees”) from any lossesliabilities, damages, judgmentsfines or expenses (including interest, penalties, attorneys‘ fees and other costs of defence or investigation (i) related to or arising out of, whether directly or indirectly, (a) the breach by the Digital Amplification & Social Media Management Agency of any obligations specified in relevant clauses hereof; (b) the alleged negligent, reckless or otherwise wrongful act by the Digital Amplification & Social Media Management Agency or the omission including professional negligence or misconduct of any nature whatsoever in relation to Services rendered to the NITI Aayog; (c) any Services related to or rendered pursuant to the Work order (collectively ―Indemnified matter‖). As soon as reasonably practicable after the receipt by the NITI Aayog of a notice of the commencement of any action by a third party, the NITI Aayog will notify the Digital Amplification & Social Media Management Agency of the commencement thereof; provided, however, that the omission so to notify shall not relieve the Digital Amplification & Social Media Management Agency from any liability which it may have to the NITI Aayog or the third party. The obligations to indemnify and hold harmless, or to contribute, with respect to losses, claims, expensesactions, costs damages and liabilities imposed upon relating to the Indemnified Matter shall survive until all claims for indemnification and/or contribution asserted shall survive and until their final resolution thereof. The foregoing provisions are in addition to any rights which the NITI Aayog may have at common law, in equity or incurred by otherwise. 4.1.3.2 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against all claims/damages etc. for any infringement of any Intellectual Property Rights (IPR) while providing its services under the Project. 4.1.3.3 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against any claims in respect of any damages or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death compensation payable in consequences of any accident or injury to, sustained or damage to property of, third parties, suffered by its (Digital Amplification & Social Media Management Agency‘s) employees or agents or by any 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 resulting from or by any action, suit omission or proceeding is brought operation conducted by or on behalf of the Digital Amplification & Social Media Management Agency. 4.1.3.4 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against any and all claims by Employees, ▇▇▇▇▇▇▇, Contractors, sub-contractors, suppliers, agent(s), employed engaged or otherwise working for the Digital Amplification & Social Media Management Agency, in respect of wages, salaries, remuneration, compensation or the like. 4.1.3.5 All claims regarding indemnity shall survive the termination or expiry of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesWork Order.

Indemnity. To A. Arcserve will indemnify, hold Licensee harmless, and defend or, at its option, settle any third-party claim that Licensee’s use of the extent Product as authorized hereby infringes any patent, copyright or other intellectual property right of any third party. Arcserve’s indemnity obligation set forth in this Section is contingent upon Licensee (i) promptly notifying Arcserve in writing, not expressly prohibited later than 10 days after Licensee receives notice of the claim (or sooner is required by applicable law); (ii) providing Arcserve with sole control of the defense and any settlement negotiations; (iii) providing information, Landlord authority, and Tenant each assistance to Arcserve to defend against or settle the claim; (in either caseiv) promptly ceasing to use or possession the Product that is subject to the claim; and (v) without Arcserve’s prior written consent, not acknowledging the “Indemnitor”) agree validity of the claim or taking any action that might impair the ability of Arcserve to hold harmless and indemnify contest the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon claim. B. If Arcserve believes 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, it is determined 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 of the Indemnitees by reason materials comprising the Product may have violated a third party’s intellectual property rights, Arcserve may choose to either modify the material to be non-infringing (while substantially maintaining its functionality) or obtain from the third party a license to permit Licensee’s continued use. If neither of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsforegoing is possible, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, Arcserve may terminate this Agreement on written notice to the extent not expressly prohibited Licensee and Arcserve or the authorized reseller will refund the Fees Licensee paid for the infringing Product, depreciated on a straight line five (5) years basis commencing on the date of purchase only when Licensee returns the Product to Arcserve or its authorized reseller from whom it obtained the Product, with the purchase receipt. C. Arcserve will have no liability or responsibility to indemnity, defend or hold Licensee harmless if Licensee (i) alters or modifies the Product or materials comprising the Product, (ii) uses the Product outside of the scope of use set forth in this Agreement, the Order Form, and any related documentation, (iii) uses a version of the Product which has been superseded, if the infringement could have been avoided 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 attorneys’ fees and expenses, for death or injury tousing the current version of the Product, or damage to property of(iv) uses the Product with other software, third parties (hardware or other than Landlord’s Indemnitees) materials not supplied or approved in writing by Arcserve. Lastly, Arcserve will not indemnify Licensee if the claim is raised on use or possession in a country that may arise from any act or occurrence in the Premises, except is not a party to the extent caused by the negligence or willful misconduct of Landlord or LandlordWorld Intellectual Property Organization (“WIPO”) treaties on patents, trademarks, and copyrights. D. This Section provides Licensee’s Indemniteessole and exclusive remedy for any infringement claims and damages.

Indemnity. To the extent not expressly prohibited by lawdefend, Landlord and Tenant each (in either casewith counsel reasonably acceptable to Landlord, the “Indemnitor”) agree to hold harmless save harmless, and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) Landlord from any lossesliability for injury, damagesloss, 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, accident or damage to any person or property ofoccurring on the Premises, third partiesin the Building or the Lot, other than or elsewhere in the IndemniteesPark, that may arise and from any claims, actions, proceedings and expenses and costs in connection therewith (including, without implied limitation, reasonable counsel fees): (i) to the extent arising from the negligence or negligent acts, omissions and/or willful misconduct of Indemnitor Tenant or any of IndemnitorTenant’s employees, agents, memberscontractors, partners subtenants, assignees, licensees or invitees, not caused by the negligent acts, omissions and/or willful acts of Landlord, its agents, employees, contractors or invitees or (ii) resulting from the failure of Tenant to perform and discharge its covenants and obligations under this Lease. Such third parties In no event shall not Tenant be obligated to indemnify Landlord for any willful or negligent act or omission of Landlord or of any of Landlord’s employees, agents, contractors or licensees. Notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant be liable to Landlord for any indirect, consequential, special, exemplary, incidental or punitive damages arising from or relating to this Lease, except that the damages set forth in Section 6.1.16 for a holdover shall be deemed third party beneficiaries to be damages that are recoverable by Landlord so long as Landlord shall give Tenant at least thirty (30) days prior written notice before which any such damage may occur (e.g., Landlord loses a lease in place due to Tenant’s holding over), as more particularly set forth in Section 6.1.16 hereof. The covenants and indemnifications set forth in this Section 6.1.7 shall survive the expiration or earlier termination of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemnitees.;

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “"Indemnitor”") agree agrees to hold harmless and indemnify the other Landlord and the other’s Landlord's agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “"Landlord Indemnitees”") from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Landlord or Landlord’s 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 's agents, members, partners or employees, except to the proportionate extent arising in connection with the willful misconduct or negligent acts or omissions of Landlord or Landlord’s Indemnitees. Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against Landlord or any of the Landlord’s Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s 's agents, members, partners or employees, then Indemnitor will, at Indemnitor’s 's expense and at the option of said Landlord or Landlord’s 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 's Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s 's Indemnitees, including reasonable attorneys’ ' fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord and Landlord’s 's Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Indemnitees. To the extent not expressly prohibited by law, ▇▇▇▇▇▇▇▇ agrees to hold harmless and indemnify Tenant and Tenant's agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, “Tenant’s Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Tenant or Tenant's Indemnitees, including reasonable attorneys' fees and expenses, for death or injury to, or damage to property of, third parties (other than Tenant and ▇▇▇▇▇▇’s Indemnitees) that may arise from any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the operation of the Building’s Common Areas, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Indemnitees.

Indemnity. To a.) Merchant hereby undertakes and agrees to indemnify at all times and hold harmless APPNIT, Facility Providers and Acquiring Banks from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses, legal fees, charges however arising directly or indirectly as a result of: (i) any breach or non-performance by the extent not expressly prohibited Merchant or of any of Merchant’s undertakings, warranties, covenants, declarations or obligations under this Agreement; or (ii) any claim or proceeding brought by law, Landlord and Tenant each (in either caseMerchant’s Vendors, the “Indemnitor”Customer or any other person against APPNIT, in respect of any services offered by Merchant or of any products and usage of Merchant’s website or of any contents of the Merchant’s website; (iii) agree to hold harmless and indemnify the other and the otherany act, neglect or default of Merchant’s agents, partnersemployees, shareholderslicensees, membersaffiliates or customers; or (iv) any act or omission by the Merchant in respect of the sale of/payment for the products; or (v) any fines, officerspenalties, directorsinterest on delayed payments imposed directly or indirectly on APPNIT on account of the Merchant/or the sale of products; (vi) any claim by any other party against APPNIT, beneficiaries arising from sub-clause (I ), ( ii), (iii), (iv) or (v) above. b.) Merchant shall also fully indemnify and employees (collectivelyhold harmless APPNIT, the “Indemnitees”) from Facility Providers and the Acquiring Banks against any lossesloss, damages, judgments, claimscosts, expenses, costs and liabilities imposed upon demands or incurred liability, whether direct or indirect, arising out of a claim 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 a third party beneficiaries that Merchant’s Services infringes any intellectual or industrial property rights of that third party c.) In the event of APPNIT, the Facility Providers and the Acquiring Banks being entitled to be indemnified pursuant to the provisions of this Lease. If Agreement, APPNIT shall be entitled to accordingly and to such extent debit Merchant's Account with APPNIT irrespective of any action, suit or proceeding is brought against any dispute that the Merchant may have in respect of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense such debit. d.) The indemnities under this Article are in addition to and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, without prejudice to the extent not expressly prohibited by law, Tenant agrees indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of this Agreement. e.) It shall be the endeavour of APPNIT to hold harmless maintain its Services/software/platform provided to Merchant on best effort basis and indemnify Landlord and Landlord’s Indemnitees from available 24X7 without any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon delay or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesdemur.

Indemnity. To In addition to the extent payment of expenses pursuant to the terms and conditions of Section 8.2 hereof, whether or not expressly prohibited by lawthe transactions contemplated hereby shall be consummated, Landlord and Tenant each the Company (in either case, the “Indemnitor”) agree agrees to indemnify, pay, and hold harmless the Lender and indemnify any holder of the other Note, and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents, and employees Affiliates of the Lender and such holders (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts, costs expenses and liabilities 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, whether or not such Indemnitee shall be designated a party thereto), which may be imposed upon or on, incurred by by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Indemniteesother Loan Documents, including without limitation reasonable attorneys’ fees and expenses, for death the Lender’s agreement to make the Loan or injury to, the use or damage to property of, third parties, other than intended use of the Indemniteesproceeds of any of the Loan hereunder (the “Indemnified Liabilities”); provided, that may arise the Indemnitor shall not have any obligation to any Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of any other Indemnitee as determined by a court of competent jurisdiction. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the Indemnitor is materially prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which 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 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 a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for 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 claim pursuant to this Section 8.3 that is effected without its prior written consent. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To (A) The Purchasers shall, upon receiving the Relevant Correspondence and subject to sub-clauses 3.3(B),(C) and (D) below, indemnify and keep indemnified Western States in respect of legal costs and expenses reasonably and properly incurred by Western States for the exclusive purpose of contesting any claim by or on behalf of the United States Internal Revenue Service ("IRS") to reallocate in any way the Purchase ----- Price as set out in Clause 3.2 amongst the various assets or to deem that the same be reallocated so far as Western States is concerned for the purposes of United States Tax (a "Reallocation Claim"). For the -------------------- avoidance of doubt this indemnity is only intended to cover the legal costs of Western States for this purpose and shall not extend to the payment of any Tax or any other payment arising as a result of any reallocation or any deemed reallocation of the Purchase Price by the IRS. (B) Western States shall, upon receiving from the IRS notice of, or a purported, Reallocation Claim, forthwith notify the Purchasers of such notice or purported Reallocation Claim and propose counsel ("Tax ---- Counsel") to be appointed for the purpose of contesting such -------- Reallocation Claim, and upon, but not prior to, receiving the approval of the appointment of Tax Counsel in writing by the Purchasers (such approval not to be unreasonably withheld or delayed and such approval shall be deemed to be given if the Tax Counsel to be appointed is the firm of ▇▇▇▇, ▇▇▇▇▇▇ & Eisnberg of Chicago, Illinois), shall appoint Tax Counsel. (C) Western States shall keep the Purchasers informed of all material developments in relation to negotiations with the IRS relating to any Reallocation Claim by providing written monthly reports or reports written more often if necessary to keep the Purchasers aware of timely information containing such information as the Purchaser shall reasonably require together with the Relevant Correspondence. (D) In the event that Tax Counsel advises Western States to enter into a settlement with the IRS in connection with a Reallocation Claim Western States shall promptly inform the Purchasers of such recommendation and the Purchasers shall only continue to be liable to Western States under Sub-clause 3.4(A) above to the extent not expressly prohibited by law, Landlord that Western States follows the advice of Tax Counsel and Tenant each that any fees or expenses incurred thereafter are reasonably and properly incurred in the finalisation of the arrangements for such settlement. (in either case, E) For the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable 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 purposes of this Lease. If any actionClause 3.4 only, suit or proceeding is brought against "Relevant Correspondence" ------------------------- means all correspondence between any of the Indemnitees by reason of IRS, Western States and Tax Counsel as the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense case may be and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, in each case in relation 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesa Reallocation Claim.

Indemnity. To Applicant hereby agrees to indemnify Issuer and each Bank One Affiliate for any loss, cost, damage, expense (including any reasonable charges for legal services) and/or liability whatsoever which they, or any of them, may sustain or incur on account of issuance of a Credit, payment or acceptance of any draft relative thereto, refusal or failure to pay or accept any such draft, any action or inaction respecting a Credit, instructions of Applicant or an accommodated party, drafts, documents or merchandise relative to a Credit or any action or inaction in reliance on the provisions hereof, except that Applicant shall have a claim against Issuer, and Issuer shall be liable to Applicant, to the extent, but only to the extent not expressly prohibited of any direct, as opposed to consequential, damages suffered by lawApplicant which Applicant proves were caused by: (a) Issuer’s willful misconduct or gross negligence in determining whether documents presented under a Credit comply with the terms of a Credit, Landlord or (b) Issuer’s willful and Tenant each (in either caseunlawful failure to pay under a Credit after the presentation to it by the beneficiary of a Credit of a draft and documentation strictly complying with the terms and conditions of a Credit. Additionally, the “Indemnitor”) agree Applicant agrees to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, Issuer against all claims, expensesobligations, costs and liabilities imposed upon responsibilities (including attomey’s fees) arising out of: (i) The imposition of law or incurred by practice other than that chosen in the Credit or asserted against applicable at the Indemniteesplace of issuance; (ii) The fraud, including without limitation reasonable attorneys’ fees forgery or illegal action of others; or (iii) The Issuer’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation. Further, if any award, judgment or order is given or made for the payment of any amount due under this Agreement and expensessuch award, for death judgment or injury to, or damage to property of, third parties, order is expressed in a currency other than the Indemniteescurrency required under this Agreement, that may arise Applicant shall indemnify Issuer against and hold Issuer harmless 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense all loss 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 damage incurred by Issuer as a result of any variation in rates of exchange between the date of such award, judgment or asserted against Landlord or Landlord’s Indemniteesorder and the date of payment (or, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisescase of partial payments, except to the extent caused by date of each partial payment thereof) in the negligence or willful misconduct of Landlord or Landlord’s Indemniteesrequired currency.

Indemnity. To the extent not expressly prohibited by lawEach Pledgor jointly and severally agrees to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Pledgee, each other Secured Creditor and indemnify the other their respective successors, assigns, employees, agents and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries servants (individually an “Indemnitee,” and employees (collectively, collectively the “Indemnitees”) from and against any and all claims, demands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, judgments, claims, expenses, and to reimburse each Indemnitee for all reasonable 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expensesfees, for death growing out of or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise resulting from any act investigation, litigation or occurrence in proceeding related to this Agreement or the Premisesexercise by any Indemnitee of any right or remedy granted to it hereunder or under the other Loan Documents, except the Mission Guaranty or the Interest Rate Protection Agreements; provided that no Indemnitee shall be indemnified pursuant to this Section 20 for losses, damages or liabilities to the extent caused by the gross negligence or willful misconduct of Landlord such Indemnitee. If and to the extent that the obligations of each Pledgor under this Section 20 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is not prohibited under applicable law. Each Pledgor agrees that upon written notice by any Indemnitee of the assertion of any liability, obligation, damage, injury, penalty, claim, demand, action, suit or Landlord’s Indemniteesjudgment, such Pledgor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify the relevant Pledgor of any such assertion of which such Indemnitee has knowledge. Any amounts paid by any Indemnitee, as to which such Indemnitee has the right to reimbursement, shall constitute Obligations secured by the Pledged Collateral. The indemnity obligations of each Pledgor contained in this Section 20 shall continue in full force and effect notwithstanding the full payment of all the Loans incurred under the Credit Agreement, the termination of all Interest Rate Protection Agreements, and the Mission Guaranty and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. To As a separate and independent obligation the extent not expressly prohibited by law, Guarantor agrees to indemnify the Landlord and keep the Landlord indemnified against any cost, loss, claim, expense or liability arising out of or resulting from: 54.2.1 any failure of the Tenant each (in either case, duly and punctually to pay the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable 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 Rent or any other sums due under this Lease or to perform or comply with its obligations under this Lease (provided that the obligations of Indemnitor’s agents, members, partners or employees. Such third parties the Guarantor shall not be deemed third party beneficiaries greater than the extent of this Lease. If the liability of the Tenant in relation to any action, suit or proceeding is brought against such failure); 54.2.2 any of the Indemnitees by reason obligations of the negligence Tenant under this Lease being or willful misconduct of Indemnitor becoming wholly or in part void, voidable or unenforceable by the Landlord against the Tenant or any other person who is liable; 54.2.3 this Lease (or the Tenant’s liabilities under it) being disclaimed; 54.2.4 this Lease being forfeit; 54.2.5 this Lease being surrendered by the Tenant acting by a liquidator, trustee in bankruptcy, administrator, receiver or receiver and manager or any other similar officer appointed to it or over it or in relation to any of Indemnitorits assets or undertaking (whether such person is appointed in England and Wales or in any other jurisdiction and whether such person is appointed in relation to any or all of the Tenant’s agentsassets or undertaking in England and Wales or in any other jurisdiction); 54.2.6 this Lease being varied or the obligations of the Tenant under it being in any way altered without the consent of the Landlord by virtue of any arrangement or composition with any of its creditors (whether or not such arrangement or composition binds or is expressed to bind the Landlord) or otherwise; or 54.2.7 the Tenant (being a company) ceasing to exist (whether or not capable of reconstitution or reinstatement), members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to pay to the extent Landlord the amount of such cost, loss, claim, expense or liability, whether or not expressly prohibited by law, the Landlord has sought to enforce any rights or remedies against the Tenant agrees or any other person who is liable but provided that the Landlord shall use reasonable endeavours to hold harmless and indemnify Landlord and Landlord’s Indemnitees from mitigate any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from losses in respect of which it makes any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesclaim under this guarantee.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either casea) Subject to Section 8(c) below, the “Indemnitor”) agree to hold harmless and indemnify the other Escrow Agent and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from Distributor shall be liable for any losses, damages, claims, liabilities, penalties, judgments, claimssettlements, expensesactions, suits, proceedings, litigations, investigations, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ limitation, the fees and expensesexpenses of outside counsel and experts and their staffs and all expenses of document location, for death 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 or injury toDistributor’s, or damage to property ofas the case may be, third parties, other than the Indemnitees, that may arise from the gross negligence or willful misconduct misconduct; provided, however, that any liability of Indemnitor Escrow Agent or any of Indemnitor’s agentsDistributor 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, members, partners or employees. Such third parties and the Escrow Agent shall not be deemed third party beneficiaries responsible for, any and all Losses arising out of or attributable to Escrow Agent’s duties under this Lease. If any actionAgreement or the Escrow Agent’s appointment, suit or proceeding is brought including the reasonable costs and expenses of defending itself against any of the Indemnitees by reason of the negligence Losses or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premisesenforcing this Agreement, except to the extent caused 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 liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the negligence possibility of such damages. (d) This Section 8 shall survive termination of this Agreement or willful misconduct the resignation, replacement or removal of Landlord or Landlord’s Indemniteesthe Escrow Agent for any reason.

Indemnity. To the extent not expressly prohibited by law, Landlord (a) Borrower shall indemnify Lender and Tenant each (in either case, the “Indemnitor”) agree to hold harmless its Affiliates and indemnify the other and the other’s agents, partners, shareholderstheir respective managers, members, officers, directorsemployees, beneficiaries Affiliates, agents, representatives, accountants and employees attorneys and their respective Affiliates (collectively, the “Indemnitees”"INDEMNIFIED PERSONS") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claimssuits, 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, costs and liabilities imposed upon or incurred by or asserted against the IndemniteesLender or any other Indemnified Person in any litigation, including without limitation reasonable attorneys’ fees and expensesproceeding or investigation instituted or conducted by any Governmental Authority or any other Person with respect to any aspect of, for death or injury any transaction contemplated by or referred to in, or any matter related to, this Agreement or damage any of the 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 property of, third parties, other than the Indemnitees, extent that may arise from any of the foregoing arises out of the gross negligence or willful misconduct of Indemnitor 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 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. Lender and any other 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 Lender or any of Indemnitor’s agentsthe other Indemnified Persons, membersits or their interest or the Collateral generally. (c) Notwithstanding the foregoing, partners 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 insurer to deny coverage; PROVIDED, HOWEVER, that Lender reserves the right to retain counsel to represent it 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 of the Indemnitees by reason 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 negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employeesamounts that Borrower has paid to Lender pursuant to the 38 APS - TERM LOAN EXECUTION COPY indemnity set forth in this SECTION 12.5, then Indemnitor will, at Indemnitor’s expense and at Lender shall promptly pay to Borrower the option amount 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesrecovery.

Indemnity. To the maximum extent not expressly prohibited by this agreement may be made effective according to law, the Tenant agrees to defend, indemnify and save harmless the Landlord from and against all claims, loss, or damage of whatever nature arising from any breach by Tenant each (in either caseof any obligation of Tenant under this Lease beyond applicable notice and cure periods or from any act, omission or negligence of the “Indemnitor”) agree to hold harmless and indemnify Tenant, or the other and the otherTenant’s contractors, licensees, invitees, agents, partnersservants or employees, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) or arising from any lossesaccident, 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, judgmentsloss, claimsliability and any other expense in connection with loss of life, expensesbodily or personal injury or property damage, costs arising from or out of the intentional or willful misconduct or gross negligence of Landlord, its agents, employees, licensees, servants, invitees or contractors, which occur in or about the Premises, outside the Premises but within the Building, on the Land, on the access roads and liabilities imposed upon ways, in the parking facilities provided pursuant to the Lease, within University Park or incurred any adjacent area maintained by Landlord or asserted 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, contractors, employees, licensees, invitees or servants. The foregoing indemnities and hold harmless agreements shall include indemnity against the Indemnitees, including without limitation reasonable attorneys’ fees and expensesall other costs, for death or injury toexpenses and liabilities, or damage to property ofexcluding consequential damages, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Indemnitor or incurred in connection with 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 such claim or proceeding is brought against any of thereon, and the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesdefense thereof.

Indemnity. To the extent not expressly prohibited by lawBorrower shall indemnify Lender, Landlord its Affiliates and Tenant each (in either case, the “Indemnitor”) agree to hold harmless its and indemnify the other and the other’s agents, partners, shareholderstheir respective managers, members, officers, directorsemployee, beneficiaries Affiliates, agents, representatives, successors, assigns, accountants and employees attorneys (collectively, the “IndemniteesIndemnified Persons”) from and against any and all liability, obligations, losses, damages, penalties, actions, judgments, claimssuits, 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, costs and liabilities imposed upon or incurred by or asserted against the Indemniteesany Indemnified Person with respect to or arising out of, including without limitation reasonable attorneys’ fees and expensesor in any litigation, for death proceeding or injury investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or damage any agreement, document or transaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to property of, third parties, other than the Indemnitees, extent that may arise from any of the foregoing (i) arises out of the gross negligence or willful misconduct of Indemnitor 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 Indemnitorany 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 agents, members, partners or employees. Such third parties consent which consent shall not be deemed unreasonably withheld or delayed. 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. 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 Lender reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the extent that Lender obtains recovery from a third party beneficiaries other than an Indemnified Person of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of amounts that any Borrower has paid to Lender pursuant to the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employeesindemnity set forth in this Section 12.4, then Indemnitor will, at Indemnitor’s expense and at Lender shall promptly pay to such Borrower the option amount 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesrecovery.

Indemnity. To 3.1 Each Trustee shall be entitled to a full indemnity out of the extent not expressly prohibited by lawcapital and/or income of the Trust Fund in respect of any costs, Landlord expenses or any other liabilities of whatsoever nature (including any taxes and Tenant each associated penalties and interest for which they are personally liable and any liability which may be payable to an Outgoing Trustee (in either case, the “Indemnitor”as defined below)) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by the trustee in or asserted against about the Indemniteesprofessed execution of the trusts and powers of this Trust, including without limitation reasonable attorneys’ fees and expensesbut not in respect of any costs, 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 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 Indemnitor’s agents, members, partners or employees. Such third parties the exclusion of liability provisions contained in this Trust. 3.2 Any of the Trustees (including an Outgoing Trustee as defined below) shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against entitled to assert a lien over any of the Indemnitees by reason capital and/or income of the negligence or willful misconduct Trust Fund in order to secure his right of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor willindemnity or, at Indemnitorhis 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 expense 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 respect of costs, expenses or other liabilities of whatsoever nature (including any taxes for which the Outgoing Trustee is personally liable) as the Outgoing Trustee would have been entitled to assert had the Outgoing Trustee remained in office as a trustee of this Trust at the option time when the right 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesindemnity is asserted.

Indemnity. To 23.1 The Subscriber will indemnify and hold harmless the extent Issuer and the Escrow Agent, where applicable, the Issuer’s directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in 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 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 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 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 the Escrow Agent acts as legal counsel only to the Issuer. For greater certainty, the Escrow Agent in no way represents the 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 opportunity. In the event that the Escrow Release Condition is satisfied prior to the Escrow Deadline, the Subscriber hereby expressly prohibited and irrevocably authorizes and directs the Escrow Agent to immediately release and deliver the Escrowed Funds to the Issuer, without any further notice to the Subscriber. EXECUTED by lawthe Subscriber this day of , Landlord 20 . Signature of Authorized Signatory Signature of Subscriber Name of Subscriber Name of Subscriber Name and Tenant each 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 the Disclosed Principal (in either case, the “IndemnitorSubscriber”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively), 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 (“IndemniteesNI 45-106”)); (ii) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon (A) is resident in or incurred by or asserted against is subject to 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 laws 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 one of the Indemnitees by reason 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 the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s IndemniteesResidence) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemnitees.or

Indemnity. To the extent not expressly prohibited by law, Landlord The Authority shall subject to Sub-Clause 19.2 be responsible for and Tenant each (in either case, the “Indemnitor”) agree to hold harmless shall release and indemnify the other Academy on demand from and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, all liability for Direct Losses arising from: death or injury to, and/or personal injury; loss of or damage to property of(including property belonging to the Academy or for which it is responsible); third party actions, third partiesclaims and/or demands including costs, other than charges and expenses (including legal expenses on an indemnity basis) arising as a result thereof brought against the Indemnitees, that Academy or any Academy Related Party; which may arise from out or in consequence of: the negligence or willful misconduct carrying out of Indemnitor the Works by the Contractor or any Contractor Related Party or the performance or non-performance by the Contractor of Indemnitor’s agentsits obligations under the D&B Contract; [the presence of the Authority, members, partners any Authority Related Party or employeesthe 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. Such third parties The Authority shall not be deemed third party beneficiaries of this Lease. If responsible for or be obliged to indemnify the Academy: for any action, suit or proceeding is brought against any matter referred to in Sub-Clause 19.1 that arises as a direct result of the Indemnitees Authority acting on any written instruction issued by reason of the negligence or willful misconduct of Indemnitor or Academy for any of Indemnitor’s agentsinjury, membersloss, partners or employeesdamage, then Indemnitor will, at Indemnitor’s cost and 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful wilful misconduct of Landlord the Academy or Landlordany 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 in 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 Indemniteesor a Contractor Related Party’s assets or to the Authority’s assets (which for the purposes of this indemnity shall include the assets comprised within the Works); any breach of statutory duty for which the Authority is liable; any third party 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 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 any negligent or wilful act or omission of the Academy which in each case is a breach of the Academy’s obligations under this Agreement other than to the extent that such performance or non-performance or negligent or wilful misconduct would not have occurred but for a breach by the Authority of its obligations under this Agreement. The Academy further agrees that (to the 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 the 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 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 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 are recovered under such insurance, or are recovered pursuant to any other contract to which the Authority is a party.

Indemnity. To the extent not expressly prohibited by law, Landlord (a) HAT hereby agrees to indemnify and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Hearst, and indemnify the other and the other’s agentsits affiliates, partners, shareholders, members, their respective officers, directors, beneficiaries employees, successors and employees assigns and agents and each other person, if any, controlling Hearst, or any of its affiliates (collectively, the “Indemnitees”Hearst and each such other person being a "Hearst Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) related to, arising out of or in connection with the services provided pursuant to this Agreement, provided, however, HAT shall not be responsible for any losses, damages, judgments, claims, expenses, costs and damages or 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 expenses relating thereto) that are finally judicially determined to property of, third parties, other than the Indemnitees, that may arise have resulted from the gross negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties Hearst Indemnified Person; and provided further that nothing contained herein shall cause HAT to be liable to Hearst for operating losses at the Managed Stations not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of caused by the Indemnitees by reason of the gross negligence or willful misconduct of Indemnitor HAT. (b) Hearst hereby agrees to indemnify and hold harmless HAT, its affiliates, and their respective officers, directors, employees, successors and assigns and agents and each other person, if any, controlling HAT, or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense its affiliates from and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist against any 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 all losses, damages, judgments, claims, expensesdamages or liabilities and expenses (including, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemniteeswithout limitation, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemniteesexpenses of counsel) that may arise are finally judicially determined to have resulted from any act or occurrence in the Premises, except to the extent caused by the gross negligence or willful misconduct of Landlord Hearst in connection with the services provided pursuant to this Agreement. (c) The party making a claim under this Section 10 is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Section 10 is referred to as the "Indemnifying Party." All claims by any Indemnified Party under this Section 10 shall be asserted and resolved as follows: (i) In the event that any claim or Landlord’s Indemnitees.demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand, specifying the basis for such claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"); provided, however, that any failure to give such Claim Notice will not be deemed a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced by such failure. The Indemnifying Party shall have the right to control the defense of such claim or demand and shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party and shall pay the reasonable fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose

Indemnity. To (a) The Corporation shall indemnify and save each of the extent not expressly prohibited by lawIndemnified Persons harmless from and against any and all losses (other than loss of profits or commissions), Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any lossesclaims, damages, judgmentsliabilities, claimsdemands, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, expenses (including without limitation reasonable attorneys’ fees and expensesdisbursements of counsel) or costs (collectively “Claims”) which any of the Indemnified Persons may suffer or incur, for death whether under the provisions of any statute or injury tootherwise, in any way caused by, or damage arising directly or indirectly from or in consequence of: (i) any information or statement contained in the Subscription Agreements or the Documents which is untrue or misleading or which omits to property provide any information or state any fact the omission of which makes the statement untrue or misleading in light of the circumstances in which it was made; or (ii) any misrepresentation or alleged misrepresentation contained in the Subscription Agreements or the Documents; or (iii) any order, inquiry or investigation of the type referred to in subsection 12(b)(i); or (iv) any prohibition or restriction in trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Units or the Underlying Securities imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in subsection 14(a)(ii); or (v) any breach of, third partiesdefault under or non-compliance by the Corporation with any representation, other than warranty, term or condition of this Agreement or any requirement of Applicable Securities Laws. (b) The rights of indemnity contained in this section 14 shall not apply to any Claim to the Indemniteesextent that a court of competent jurisdiction in a final judgment from which no appeal can be made or regulatory authority in a final ruling from which no appeal can be made shall determine that such Claim resulted from the gross negligence, fraud or wilful misconduct of the person claiming indemnity. (c) The Corporation hereby waives its rights to recover contribution from the Agent and any Indemnified Persons with respect to any liability of the Corporation by reason of or arising out of any misrepresentation contained in any of the documents referred to in subsection 14(a) provided, however, that may arise such waiver shall not apply to misrepresentations relating to the Agent contained in any of the documents referred to in subsection 14(a) and furnished to the Corporation by the Agent expressly for inclusion in such document or to any Claim to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or regulatory authority in a final ruling from which no appeal can be made shall determine that such Claim resulted from the negligence gross negligence, fraud or willful misconduct of Indemnitor the person claiming indemnity. (d) The Corporation agrees that in case any legal proceedings or investigation shall be brought against or initiated against the Corporation by any governmental commission, regulatory authority, exchange, court or other authority and an Indemnified Person or other representative of Indemnitor’s agentsthe Agent shall be required to testify or respond to procedures designed to discover information regarding, membersin connection with or relating to the performance of professional services rendered to the Corporation by the Agent, partners the Corporation shall be responsible to pay the Agent the reasonable costs (including an amount to reimburse the Indemnified Person for the time spent by its personnel in connection therewith on a per diem basis and out of pocket expenses) in connection therewith. (e) Promptly after receipt of notice of the commencement or employeesthreatened commencement of any legal proceeding of the type described or referred to above against an Indemnified Person, such Indemnified Person shall notify the Corporation in writing of the commencement thereof and, throughout the course thereof, shall provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. Such third parties The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Indemnified Person provided that any such delay in or failure to give notice as herein required does not materially prejudice the defence of the legal proceedings or investigation and does not result in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Indemnified Person not so delayed in or failed to give the notice herein required. (f) The Corporation shall have the right to assume the carriage of the defence of any such legal proceeding or investigation on behalf of the Indemnified Person unless: (i) the Indemnified Person has been advised in writing by its counsel that by so doing there is a substantial risk of a conflict of interest between the position of the Indemnified Person and the Corporation's position as to the conduct of the defence thereof; or (ii) the Corporation has failed to undertake a defence of such legal proceeding or investigation or appoint counsel reasonably acceptable to the Indemnified Person within seven days from the date that notice of the action has been first received by the Corporation. The reasonable fees and expenses of counsel for the Indemnified Person in either of the circumstances described in subsection 14(f)(i) or subsection 14(f)(ii) above shall be deemed third party beneficiaries for the account of and shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Persons. Neither the Corporation nor the Indemnified Person may effect settlement of the action without the other's prior written consent. (g) It is the intention of the Corporation to constitute the Agent as trustee for the Indemnified Persons for the purposes of this Lease. If section 14 and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. (h) No admission of liability and no settlement of any action, suit or proceeding is brought against any shall be made without the consent of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agentsIndemnified Persons affected, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, consent not 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesbe unreasonably withheld.

Indemnity. To (a) The Assignor agrees to indemnify, reimburse and hold the extent not expressly prohibited by lawCollateral Agent, Landlord and Tenant each (in either caseother Secured Creditor, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s their respective successors, assigns, employees, agents, partners, shareholders, members, officers, directors, beneficiaries servants and employees affiliates (collectively, hereinafter in this Section 10.01 referred to individually as an "Indemnitee," and collectively as the “"Indemnitees”") harmless from any lossesand all liabilities, obligations, damages, judgmentsinjuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or disbursements (including attorneys' fees and expenses) of whatsoever kind and nature (for the purposes of this Section 10.01 the foregoing are collectively called "expenses") imposed on, costs and liabilities imposed upon asserted against 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 of the Indemnitees by reason in any way relating to or arising out of this Agreement or any other document executed in connection herewith or in any other way connected with the administration of the negligence transactions contemplated hereby or willful misconduct the enforcement of Indemnitor or any of Indemnitor’s agentsthe terms of, membersor the preservation of any rights under any hereof or thereof, partners or employees, then Indemnitor will, at Indemnitor’s expense and at in any way relating to or arising out of the option use of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend the Collateral (whether or not any 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 action is brought by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, on behalf of the Assignor); provided that no Indemnitee shall be indemnified pursuant to this Section 10.01(a) for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except expenses to the extent caused by the gross negligence or willful misconduct of Landlord such Indemnitee. The Assignor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or Landlord’s Indemniteesjudgment, the Assignor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify the Assignor of any such assertion of which such Indemnitee has knowledge. (b) Without limiting the application of Section 10.01(a) hereof, the Assignor agrees to pay, or reimburse the Collateral Agent for, any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent's Liens on, and security interest in, the Collateral, including, without limitation, all reasonable fees and taxes in connection with the recording or filing of instruments and documents in public offices, the payment or discharge of any taxes or Liens upon or in respect of the Collateral, and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral Agent's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) Without limiting the application of Section 10.01(a) or (b) hereof, the Assignor agrees to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation by the Assignor in this Agreement or in any writing contemplated by or made or delivered pursuant to or in connection with this Agreement. (d) If and to the extent that the obligations of the Assignor under this Section 10.01 are unenforceable for any reason, the Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Indemnity. To the extent not expressly prohibited by law(i) The Mortgagor agrees to indemnify, Landlord pay and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Mortgagee and indemnify each of the other Secured Parties and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries employees, agents and employees Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “"Indemnitees”") from and against any and all other ----------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, expensescosts (including, costs without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and liabilities 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 upon or on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the IndemniteesIndenture, including the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation reasonable attorneys’ fees and expenseslimitation, for death any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or injury toany other document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided, or damage to property of, third parties, other than the Indemniteeshowever, that may arise the Mortgagor shall have no ----------------------- -------- ------- obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Indemnitor that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable be- cause it is violative of any law or public policy, the Mortgagor 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 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesthem.

Indemnity. To the extent not expressly prohibited by lawEach Pledgor jointly and severally agrees (i) to indemnify, Landlord reimburse and Tenant each (in either case, the “Indemnitor”) agree to hold harmless the Pledgee and indemnify the each other Secured Creditor and the other’s agentstheir respective successors, partnersassigns, shareholdersemployees, membersagents and affiliates (individually an “Indemnitee”, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from and against any lossesand all obligations, damages, judgmentsinjuries, penalties, claims, expensesdemands, costs losses, judgments and liabilities imposed upon (including, without limitation, liabilities for penalties) of whatsoever kind or incurred by or asserted against the Indemniteesnature, including without limitation and (ii) to reimburse each Indemnitee for all reasonable attorneys’ fees costs, expenses 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 Indemniteesdisbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for death penalties) or injury to, expenses of whatsoever kind or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except nature to the extent caused incurred or arising by the reason of gross negligence or willful misconduct of Landlord such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or Landlord’s Indemniteeswillful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Second-Lien Credit Agreement and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. To the fullest extent not expressly prohibited permitted by law, but subject to the limitations in Section 16.24 hereof, Tenant waives any right to contribution against the Landlord Parties (as hereinafter defined) and agrees to indemnify and save harmless the Landlord Parties from and against all claims of whatever nature by a third party to the extent arising from or claimed to have arisen from (i) any act, omission or negligence of any of the Tenant each Parties (as hereinafter defined) occurring in either caseor about the Premises, the “Indemnitor”Building, or the Complex; (ii) agree any accident, injury or damage whatsoever caused to hold harmless any person, or to the property of any person, occurring in or about the Premises from the earlier of (A) the date on which any Tenant Party first enters the Premises for any reason or (B) the Commencement Date, and indemnify thereafter throughout and until the other end of the Lease Term, and after the otherend of the Lease Term for so long after the end of the Lease Term as any of Tenant’s agentsProperty (as defined in Section 13.4) remains on the Premises, partnersor Tenant or anyone acting by, shareholdersthrough or under Tenant may use, membersbe in occupancy of any part of, officersor have access to the Premises or any portion thereof; (iii) any accident, directorsinjury or damage whatsoever occurring outside the Premises but within the Complex, beneficiaries and employees (collectivelywhere such accident, the “Indemnitees”) injury or damage results, or is claimed to have resulted, from any lossesact, damages, judgments, claims, expenses, costs and liabilities imposed upon omission or negligence on the part of any of the Tenant Parties; or (iv) any breach of this Lease by Tenant. Tenant shall pay such indemnified amounts as they are 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 employeesLandlord Parties. Such third parties This indemnification shall not be deemed third party beneficiaries construed to deny or reduce any other rights or obligations of indemnity that any of the Landlord Parties may have under this Lease or the common law. The indemnification rights of the Landlord Parties provided in this Lease are their exclusive indemnification rights with respect to this Lease. If The Landlord Parties waive any actionadditional rights to indemnification they may have against the Tenant Parties with respect to this Lease under common law. Notwithstanding anything contained herein to the contrary, suit or proceeding is brought against Tenant shall not be obligated to indemnify a Landlord Party for any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, claims to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify that such Landlord and Party’s damages result from matters included within the scope of 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence indemnity in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesSection 13.2.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”a) agree to hold harmless and The Issuer shall indemnify the other Security Trustee (and the other’s agents, partners, shareholders, members, its officers, directors, beneficiaries employees, representatives and employees agents) for, and defend and hold it harmless against, any loss, liability or expense (collectivelyincluding reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed 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 by without negligence or bad faith on its part. The Security Trustee shall notify the Issuer promptly of any claim asserted against the IndemniteesSecurity Trustee for which it may seek indemnity; provided that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Security Trustee shall cooperate in the defense. The Security Trustee may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Security Trustee through negligence, willful misconduct, fraud or bad faith. For the avoidance of doubt, in the event the Security Trustee is providing any of the Cash Management Services (as defined in the Cash Management Agreement) in place of the Cash Manager, each of its expenses related thereto shall be deemed to be an “Expense” for purposes of the Related Documents. (b) The Issuer shall upon demand pay to the Security Trustee the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Security Trustee may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the 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 any Grantor hereunder, (iv) the failure by any Grantor to perform or observe any of the provisions hereof, or (v) without limitation limiting any of the foregoing, the Security Trustee’s performance of any of the Cash Management Services (as defined in the Cash Management Agreement) in place of the Cash Manager. (c) The Issuer shall indemnify the Operating Bank (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including reasonable attorneys’ legal fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from the ) incurred by it without negligence or willful misconduct bad faith on its part in connection with its duties hereunder, including the costs and expenses of Indemnitor defending itself against any claim or liability and of complying with any process served upon it or any of Indemnitor’s agentsits officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, membersany loss, partners liability or employeesreasonable expense incurred without negligence or bad faith on its part. Such third parties The Operating Bank shall notify the Issuer promptly of any claim asserted against the Operating Bank for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Operating Bank shall cooperate in the defense. The Operating Bank may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be deemed third party beneficiaries of this Leaseunreasonably withheld or delayed. If The Issuer need not reimburse any action, suit expense or proceeding is brought indemnity against any of the Indemnitees by reason of the negligence loss or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or liability incurred by the Operating Bank through negligence, willful misconduct, fraud or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesbad faith.

Indemnity. To Throughout the extent not expressly prohibited by lawterm of this Agreement, Landlord Franchisee shall indemnify, defend and Tenant each (in either casesave harmless Franchisor, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agentsits Affiliates, partners, shareholders, members, their respective officers, directors, beneficiaries agents, representatives, employees, successors and employees assigns (collectively, the “IndemniteesIndemnified Parties”) ), from any and against all payments of money (including, without limitation, all losses, costs, liabilities, damages, judgments, claims, expensesfines, settlement amounts, legal fees, costs and liabilities imposed upon expenses) of every kind and description arising out of or incurred resulting from Franchisee’s breach of any representation or warranty in this Agreement or the construction, conversion, operation or use of the Hotel or Hotel premises or of any other business conducted on or in connection with the Hotel by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury toFranchisee, or damage because of any act or omission of the Franchisee or anyone associated with, employed by, or affiliated with Franchisee (even where the strict liability or negligence, whether sole, joint or concurrent, active or passive, of the Indemnified Parties is actual or alleged). Franchisee shall promptly give written notice to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct Franchisor 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 suit, proceeding, claim, demand, inquiry, or proceeding is brought against investigation related to the foregoing. Franchisor shall in any event have the right, through counsel of its choice at Franchisee’s expense, to control the defense or response to any such action if it could affect the Indemnified Parties financially, and such undertaking by Franchisor shall not, in any manner or form, diminish Franchisee’s obligations to Franchisor hereunder. Franchisee shall also reimburse Franchisor for all expenses (including legal fees and court costs) reasonably incurred by Franchisor to protect itself and any of the Indemnitees Indemnified Parties from, or to remedy, Franchisee’s defaults under this Agreement, provided, that under no circumstances shall Franchisor be required or obligated to seek recovery from third parties or otherwise mitigate its losses in order to maintain a claim under this indemnity and against Franchisee, and the failure of Franchisor to pursue such recovery or mitigate such loss will no way reduce the amounts recoverable by reason Franchisor from Franchisee. This indemnification shall survive the expiration, termination, or transfer of the negligence or willful misconduct of Indemnitor this Agreement or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemniteesinterest herein.

Indemnity. To the extent not expressly prohibited by law, Landlord and Tenant each (in either casei) Subject to Section 5(a)(ii), the “Indemnitor”) agree Pledgor hereby agrees to indemnify and hold harmless the Securities Intermediary, its Affiliates and indemnify the other and the other’s agents, partners, shareholders, members, their respective officers, directors, beneficiaries employees, representatives and employees agents (collectively, collectively referred to for the purposes of this Section 5(a) as the “IndemniteesSecurities Intermediary Parties”) from ), against any lossesloss, damagesclaim, judgmentsdamage, claims, expenses, expense or liability (including the costs and liabilities imposed upon expenses of defending against any claim of liability), or incurred any action in respect thereof, to which any Securities Intermediary Party may become subject, whether commenced or threatened, insofar as such loss, claim (whether brought by or asserted against involving the IndemniteesPledgor or any third party), including without limitation reasonable attorneys’ fees and expensesdamage, for death expense, liability or injury toaction arises out of or is based upon the execution, delivery, enforcement or damage to property ofperformance of this Agreement, third partiesbut excluding any such loss, other than claim, damage, expense, liability or action arising out of the Indemniteesbad faith, that may arise from the gross negligence or willful misconduct of Indemnitor such Securities Intermediary Party, and shall reimburse such Securities Intermediary Party promptly upon demand for any reasonable and documented out-of-pocket legal or other expenses reasonably incurred by such Securities Intermediary Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred. No provision of this Agreement shall require any Securities Intermediary Party to expend or risk its own funds or otherwise incur any financial liability in the performance of any of Indemnitor’s agentsits duties hereunder, membersor in the exercise of any of its rights or powers, partners if it shall have reasonable grounds for believing that repayment of such funds or employeesadequate indemnity against such risk or liability is not reasonably assured to it. Such third parties shall not be deemed third party beneficiaries The obligations of the Pledgor under this clause (a) are referred to as the “Securities Intermediary Indemnity”. The provisions of this Lease. If any action, suit section will survive the termination of this Agreement and the resignation or proceeding is brought against any removal of the Indemnitees by reason Securities Intermediary. (ii) The obligation of the negligence Pledgor to pay any amounts in respect of the Securities Intermediary Indemnity shall be paid or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at caused to be paid by the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, Pledgor to the extent not expressly prohibited by lawSecurities Intermediary on the Payment Date following the Securities Intermediary’s demand therefor in accordance with Section 2.7 or 2.8, Tenant agrees to hold harmless as applicable, of the Loan Agreement and indemnify Landlord shall survive the termination of this Agreement and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon the resignation or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in removal of the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s IndemniteesSecurities Intermediary.

Indemnity. To The Recipient hereby indemnifies the extent not expressly prohibited by lawDepartment, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, its officers, directorsemployees and agents against any cost, beneficiaries and employees (collectivelyloss, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon liability or expense 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 of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to 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 attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise Department arising from any act or omission of the Recipient in connection with the Project or breach of these conditions by the Recipient. Services to children If the Recipient receives funding from the Victorian Government to deliver services to children under the age of 18 under this or any other grant project, the Recipient must comply with the following conditions: the Recipient must, at a minimum, for the term of the Project, maintain adequate insurance against liability for child abuse on an occurrence basis that: provides an explicit coverage statement in respect of Child Abuse; is for a minimum insured amount of $5 million per claim or, in the Premisescase of coverage provided on the basis of a monetary aggregated claims amount, except $10 million per annum on an occurrence basis, and indemnifies the insured for, amongst other things, its legal liabilities to third parties for personal injury, including shock and mental injury, and the policy does not contain any exclusions or limitations of coverage for Child Abuse or molestation. If, prior to entering into the Agreement, the Recipient was named in the Royal Commission into Institutional Responses to Child Sexual Abuse, or received notice that it was named in an application for redress to the extent caused National Redress Scheme for Institutional Child Sexual Abuse established under the National Redress Scheme for Institutional Child Sexual Abuse Act 2018 (Cth) (National Redress Scheme), it must join or provide advice to the Department that it intends to join the National Redress Scheme as described in the Guidelines. Without limiting anything in this clause, the Recipient acknowledges and agrees that if the Project includes child-related work (as defined in section 7 of the Worker Screening Act 2020 (Vic)), it will ensure that the staff and volunteers engaged in child-related work have approval under a current Working with Children Check. Where the Recipient is a relevant entity for the purposes of Child Safe Standards under the Child Wellbeing and Safety Act 2004 (Vic), it must implement the Child Safe Standards in accordance with that Act so that: the safety of all relevant children is promoted; child abuse (as defined in the Child Wellbeing and Safety Act 2005 (Vic)) is prevented; and allegations of child abuse are properly responded to. Sporting organisations The Recipient must comply with the expectations of the Victorian Anti-doping Policy found at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇.▇▇▇.▇▇/publications-and-resources/integrity-sport/anti-doping. The Department is committed to promoting the Fair Play Code (Code), and expects that the Code will be actively promoted, adhered to and enforced by all sporting associations, clubs and other organisations. The Recipient will take all reasonable steps to ensure compliance with the Code by the negligence Recipient and its Related Entities and the Recipient agrees that it will actively promote the Code in the Recipient’s sport and to all Related Entities. The Recipient agrees to provide Timely Notice of any Unresolved Breach of the Code by the Recipient or willful misconduct Related Entities of Landlord which the Recipient becomes aware. For the purposes of this clause: Breach of the Code includes any conduct which the Department, in its discretion, reasonably believe is, or Landlord’s Indemniteesmay lead to, a contravention of the Code including conduct in any way connected with the Project.