Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. (a) Tenant for itself and all its managers, licensees, invitees, agents, and/or invitees assumes all risk of loss of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Lease.

Liability Indemnification. (a) Tenant for itself The Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent against any and all its managersliabilities, licenseesobligations, inviteeslosses, agentsdamages, and/or invitees assumes all risk of loss penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Loan, including a missing Note, (A) the use Custodian shall indemnify the Company, the Purchase Money Notes Guarantor and occupancy the Collateral Agent in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the Premises by Custodian are rated below the second highest rating category of ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor and the Collateral Agent, and waives all claims their successors in interest and assigns as loss payees, insuring against Landlord for all claimsany losses associated with the loss of such document, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory equal to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost then outstanding principal balance of the related Loan or expense to Landlord. A waiver of subrogation must be included such lesser amount requested by the Company in the TenantCompany’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metsole discretion. (c) Notwithstanding anything herein to The Custodian and Paying Agent hereby indemnifies and holds harmless the contraryCompany, Landlord shall in no event be liable to Tenant for the Purchase Money Notes Guarantor and the Collateral Agent and their respective directors, officers, employees, agents and designees, against any indirect or consequential and all liabilities, obligations, losses, damages, and no personal liability penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or character whatsoever now attaches nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any partnersbreach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained herein; provided that in no event shall the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant for itself Except with respect to the Private Owner Pledged Account and the Qualifying Cash Collateral on deposit in such Account, the Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent against any and all its managersliabilities, licenseesobligations, inviteeslosses, agentsdamages, and/or invitees assumes all risk of loss penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) The Private Owner shall indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the use Custodian shall indemnify the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and occupancy the Advance Lender in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the Premises by Custodian are rated below the second highest rating category of ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder, the Collateral Agent and the Advance Lender, and waives their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder, the Collateral Agent and the Advance Lender and their respective directors, officers, employees, agents and designees, against any and all claims against Landlord for all claimsliabilities, obligations, losses, damages, and/or losses arising under this Lease penalties, actions, judgments, suits, costs, expenses or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability disbursements of any kind or character whatsoever now attaches nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any partnersbreach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained in this Agreement; provided that in no event shall the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (aA) Tenant Neither REMC nor LEE COUNTY shall be responsible to the other in tort (including negligence and strict liability), contract or otherwise for itself and all its managersany loss, licensees, invitees, agents, and/or invitees assumes all risk of loss costs or damage of any kind related which may result from or be caused by interruptions in delivery of electricity or deficiencies such deliveries under this Agreement except as specifically provided as a result of an Event of Default. REMC and LEE COUNTY, expressly agree, to the use extent permitted by applicable law including the dollar limitations in section 768.28, Florida Statutes, as may be amended from time to time and occupancy not to be construed as a waiver of any sovereign immunity rights, to indemnify, hold harmless and defend the Premises by ▇▇▇▇▇▇, and waives all claims other Party against Landlord for all claims, damagesliability, and/or losses arising under this Lease costs or related expense for loss, damage or injury to persons or property in any manner directly or indirectly connected with or growing out of the generation, transmission, distribution, marketing or scheduling of electric energy on the indemnifying Party’s side of a Point of Interconnection hereunder except to the entry on, use, extent due to the indemnified Party’s own negligence or operation of the Premises or any Tenant Improvements thereonwillful misconduct. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included Except in the Tenant’s insurancecase of indemnification resulting from third-party claims, neither Party shall be liable to the other Party for punitive, incidental or consequential damages including, but not limited to, lost profits. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this This Section 13 shall survive termination or expiration of this LeaseAgreement. (bB) Tenant must require all private concessionairesNEITHER BUYER OR SELLER SHALL BE LIABLE TO THE OTHER FOR CLAIMS, usersSUITS, and event sponsors with respect to use and occupancy of the TrailACTIONS OR CAUSES OF ACTION FOR INCIDENTAL, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the TrailINDIRECT, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and contentSPECIAL, and with coverage and policy limitationsPUNITIVE, acceptable to Landlord (“Third Party Indemnity and Insurance”)MULTIPLE OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES WHICH ARE BASED UPON CAUSES OF ACTION FOR BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW, UNDER ANY INDEMNITY PROVISION OR ANY OTHER THEORY OF RECOVERY. The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insuredIF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY, AND SUCH DIRECT DAMAGES SHALL BE THE SOLE AND EXCLUSIVE MEASURE OF DAMAGES AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED; PROVIDED, HOWEVER, THAT THIS SENTENCE SHALL NOT APPLY TO LIMIT THE LIABILITY OF A PARTY WHOSE ACTIONS GIVING RISE TO SUCH LIABILITY CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If and to the extentTHE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF FAULT AND SHALL SURVIVE TERMINATION, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity racesCANCELLATION, athletic club usageSUSPENSION, and trail “adoptions”) within the PremisesCOMPLETION OR EXPIRATION OF THIS AGREEMENT, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13BUT SUCH SURVIVAL SHALL APPLY ONLY TO THOSE CAUSES OF ACTION, IF ANY, ARISING PRIOR TO TERMINATION, CANCELLATION, SUSPENSION, COMPLETION OR EXPIRATION OF THIS AGREEMENT. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metNOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WAIVER OF A PARTY’S RIGHT TO SEEK INJUNCTIVE RELIEF. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Lease.

Liability Indemnification. (a) Tenant for itself The Debtors shall, jointly and severally, indemnify and hold harmless each of the Custodian, the Paying Agent (including in its capacity as Notes Registrar) and their respective directors, officers, affiliates, assigns, agents and employees (each, a “Debtor Indemnitee”) against any and all its managersliabilities, licenseesobligations, inviteeslosses, agentsdamages, and/or invitees assumes all risk of loss penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether involving such Debtor or any third person), including Attorney Costs and litigation costs that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement, any PA Financing Transaction Documents or any action taken or not taken by it or them hereunder or thereunder, including in connection with the enforcement of this indemnity (collectively, “CPAA Losses”) unless such CPAA Losses imposed on, incurred by or asserted against such Debtor Indemnitee were caused by the gross negligence, or willful misconduct of such Debtor Indemnitee. The foregoing indemnification shall survive any resignation or removal of the Custodian or the Paying Agent, as applicable, or the termination or assignment of this Agreement. (b) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of Custodial Documents (a “Custodial Delivery Failure”), then (i) with respect to any missing Loan Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Loan Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Loan, including a missing Loan Note, (A) the use Custodian shall indemnify each Debtor and occupancy each Secured Party in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long-term obligations of the Premises by Custodian are rated below the second highest rating category of ▇▇▇▇▇▇’▇ or S&P, the Custodian shall obtain and maintain an insurance bond naming the Debtors and the Collateral Agent, and waives all claims their successors in interest and assigns, as loss payees, insuring against Landlord for all claimsany losses associated with the loss of such document, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory equal to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost then-outstanding principal balance of the related Loan or expense to Landlord. A waiver of subrogation must be included such lesser amount requested by the Company in the TenantCompany’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metsole discretion. (c) Notwithstanding anything herein The Custodian hereby indemnifies and holds harmless the other parties to this Agreement, the contrarySecured Parties and their respective directors, Landlord shall officers, employees, agents and designees against any and all CPAA Losses that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith, fraud or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian contained herein; provided that in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord the Custodian or any partnersdirectors, officers, directorsagents or employees of the Custodian have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by any such indemnitee. The foregoing indemnification shall survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant Neither Seller nor any Supplier shall be liable to Purchaser, any Dealer-Customer or any other person for itself any damage to or loss of property, or for injury to or death of persons, or for the violation by Purchaser or, any Dealer-Customer , of any governmental statute, law, regulation, rule, or ordinance, arising from the operation or activities of Purchaser, or any Dealer-Customer pursuant to this Agreement. Purchaser shall indemnify, protect, defend, and save Seller and each Supplier harmless from and against any and all its managerslosses, licenseesclaims, inviteesliabilities, agentsenvironmental cleanup costs, and/or invitees assumes all risk fines, penalties, suits and actions, judgments and costs, including attorneys' fees and the costs of litigation (collectively “Loss”), which shall arise from, or grow out of, any injury to or death of persons, or damage to or loss of property, or violation by Purchaser, or any kind related to Dealer-Customer of any governmental statute, law, regulation, rule, or ordinance, directly or indirectly resulting from, or in any way connected with (a) Purchaser's performance of this Agreement, (b) any Dealer-Customer of any contract with Purchaser for the use and occupancy supply of motor fuel at the Dealer-Customer's Station, (c) the operations of Purchaser or any Dealer-Customer, or activities of any other person, at the respective Stations, or (d) the condition of any Station or of the Premises adjoining streets, sidewalks or ways, irrespective of whether such injury, death, damage or loss is sustained by ▇▇▇▇▇▇Purchaser, and waives all claims against Landlord any Dealer-Customer or any other person which may seek to hold Seller or any Supplier liable provided, however, Purchaser shall hold no indemnity obligation hereunder for all claims, damages, and/or losses arising Loss if such Loss results from Seller’s or Supplier’s gross negligence or intentional misconduct. The existence or non-existence of any insurance required under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance Agreement will not limit Purchaser's indemnity or other evidence of coverage reasonably requested by Landlord upon execution obligations under this Agreement. This indemnity shall survive the termination or nonrenewal of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this LeaseAgreement. (b) Tenant must require all private concessionairesIn no event shall any party be liable for any punitive, usersincidental, and event sponsors with respect consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to use and occupancy the breach or alleged breach of the Trailthis Agreement, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use diminution of all value or any portion losses based on any type of multiple of EBITDA, except in the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit case of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metfraud. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Lease.

Liability Indemnification. (a1) Tenant Arvato will be liable for itself all claims for damages, costs, etc. arising out of or in connection with the Agreement, its Schedules and Exhibits, Appendices and Amendments that are caused of by either Arvato’s or any of its Subcontractors’ at least negligent acts or omissions, upon the following terms: (2) With respect to storage and distribution (logistics services) Arvato’s liability begins with the collection of the respective Products at the Third Party facility unloading ramp and ends with the delivery of the Products to the Customer (Sec. 9 Clause (3)). (3) Subject to following clause (8), Arvato’s liability (including indemnifications) to APR for any and all its managers, licensees, invitees, agents, and/or invitees assumes claims of all risk of loss claimants whatsoever of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses nature arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlordcontractual year out of or in connection with this Agreement, its Schedules and Exhibits, Appendices and Amendments including the Landlord as additional insured and/or loss payee, as applicable, for protection from Quality Agreement shall be limited to an aggregate in any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested contractual year limited by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this LeaseEUR 200.000 per year. (b4) Tenant must require all private concessionairesSubject to following clause (8), users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event shall Arvato be liable to Tenant for any indirect or consequential damagesdamages or lost profit, loss of revenue or goodwill, whereby the indemnity claim will also include the costs of any judicial and/or extra-judicial legal enforcement/defense. (5) With respect to all remediable defects or deficiencies each Party shall notify the other in writing without undue delay of a recognized or recognizable defect or deficiency for Product handled or to be handled by Arvato. Provided that the respective cure period for a remediable breach has lapsed and the respective breach has not been cured, then APR shall be entitled to claim damages within the limitations set forth in this Section 11. (6) Notwithstanding the foregoing clause (5), in the event APR submits any information or material that does not conform to Arvato’s specifications as set in the Schedule B (Business Requirements Document) and Quality Agreement or otherwise does not meet the requirements set by Arvato, Arvato liability for claimed defects, deficiencies, damages or other losses arising as a result thereof shall be excluded for as long as such claimed defect or damages are direct consequence of the omissions or defects from APR. (7) Arvato’s liability shall be excluded in case Arvato has acted in accordance with APR’s written instructions or specifications pursuant to this Agreement and APR shall hold harmless Arvato against any Third Parties’ claims or losses arising out of such instructions or specifications. (8) Under no personal circumstances shall any of the above limitations in clauses (1) through (7) be construed as limiting the liability of Arvato in respect of any kind claim raised as a result of fraud, intent. wilful misconduct or character whatsoever now attaches gross negligence. or at any time hereafter under any conditions shall attach to Landlord in respect of death or personal injury caused by the relevant Party’s negligence or any partnersother liability which cannot, officersunder Applicable Law, directorsbe limited or excluded. (9) If and to the extent that a Party’s liability is disclaimed and excluded under the aforementioned provisions. the other Party shall indemnify such Party with respect to all Third Party claims, or consultants whereby the indemnity claim will also include the costs of Landlord as applicable any judicial and/or extra-judicial legal enforcement/defense. Settlements and acknowledgements under or in relation this indemnity obligation are subject to the written consent of the Party that has to be maintained harmless. (10) If and to the extent Arvato is liable to APR according to this LeaseSection 11, Arvato shall indemnify and hold APR harmless. Notwithstanding the foregoing, Arvato shall not be liable under this Section 11, if APR: (i) fails to give Arvato written notice of any such claim within the terms settled by the Applicable Law; (ii) fails to allow Arvato the right to participate in the defence and settlement of the claim as a participant, as long as Arvato has formally requested to participate; (iii) fails to give Arvato all reasonably requested assistance in the defence or settlement of the claim (at Arvato expenses); or (iv) enters into any settlement or compromise of the claim without the Arvato’s prior written consent (that shall not unreasonably withheld), provided, however, that (a) clauses (ii) through (iv) shall only apply after Arvato has acknowledged its obligation to indemnify APR against such claim, should the defence not be successful, to APR in writing, and (b) the exclusion from liability set forth in clauses (i) through (iv) would only apply if Arvato’s ability to defend itself or limit its liability hereunder has been materially impaired or damaged by APR’s failure to fulfil the conditions set forth in clauses (i) through (iv).

Liability Indemnification. (a) Tenant for itself Except with respect to the Private Owner Pledged Account and, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the Company will indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent from and against any and all its managers, licensees, invitees, agents, and/or invitees assumes all risk of loss Losses of any kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them pursuant to this Agreement unless such Losses were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification will survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) The Private Owner will indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent from and against any and all Losses of any kind or nature whatsoever that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, or any action taken or not taken by it pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification will survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) If the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form of Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly is to deliver to the Company upon request a Lost Instrument Affidavit in the form of Exhibit L (unless the original Note has been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the use Custodian will indemnify the Company in accordance with Section 13.1(d) and occupancy (B) at the Company’s option, at any time the long term obligations of the Premises by Custodian are rated below the second highest rating category of Fitch Ratings Inc., ▇▇▇▇▇▇’▇ Investors Service, Inc. or S&P Global Ratings, the Custodian is to obtain and waives all claims maintain an insurance bond naming the Company and its successors in interest and assigns as loss payees, insuring against Landlord for all claimsany losses associated with the loss of such document, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory equal to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost then-outstanding principal balance of the related Asset or expense to Landlord. A waiver of subrogation must be included such lesser amount requested by the Company in the TenantCompany’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Leasesole discretion. (bd) Tenant must require all private concessionaires, users, The Custodian and event sponsors with respect to use Paying Agent will indemnify and occupancy of hold harmless the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extentCompany, the Tenant permits sublicensees or Initial Member and its directors, officers, employees, agents and designees, from and against any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability all Losses of any kind or character nature whatsoever now attaches that might be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any partnersbreach of any of the representations, warranties or, taking into account any applicable standard of care or limitations otherwise set forth in this Agreement, obligations of the Custodian and Paying Agent contained in this Agreement; provided, however, that in no event will the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification will survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant The Borrower and the Lender hereby acknowledge and agree that neither the City nor the Administrator has any responsibility or liability for itself any indebtedness and all its managers, licensees, invitees, agents, and/or invitees assumes all risk obligations of loss of any kind related the Borrower to the use Lender under the Program Financing Agreement or for any costs associated with the collection of amounts due under the Program Financing Agreement. In entering into this Agreement, the parties hereto acknowledge and occupancy agree that the Administrator shall be entitled each of the Premises by ▇▇▇▇▇▇rights, protections and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation indemnities of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord Administrator as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included set forth in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this LeaseMaster Lender Agreement, mutatis mutandis. (b) Tenant must require all private concessionairesThe Borrower, usersthe Lender and the Administrator hereby acknowledge and agree that, after the disbursement by the City of any collected PACE Charge related to the Property to the Administrator or its agent, the City has no responsibility or liability for any losses or damages related to such disbursed funds in accordance with Section 3 and the Master Transfer and Remittance Agreement, if applicable, and none of the Borrower, the Lender or the Administrator shall look to the City for the resolution of any dispute or claim of loss or damages in relation thereto following such disbursement; provided, however, that in the event sponsors the City disburses an amount less than the amount collected and which is due and payable to the Administrator, the City shall correct such error within thirty (30) Days of actual knowledge or written notice of the error; and provided, further, the Parties agree that except in the event of actual material harm to the Administrator caused by such disbursement error, in lieu of any other remedy, to which a Party may be entitled at law or in equity with respect to use and occupancy any act or failure to act by the City or any City personnel or officers acting under this Agreement including monetary damages, which remedies are irrevocably waived, each of the TrailBorrower, Tenant Improvements the Lender and the Administrator shall solely be entitled to seek an injunction or Premises injunctions (without the posting of any bond and without proof of actual damages) to provide as a condition to their temporary exclusive use prevent breaches or threatened breaches of all or any portion this Agreement on the part of the TrailCity and/or to compel specific performance of this Agreement; provided further, Tenant Improvements or Premises a contractual indemnification supported in the event the City disburses more than the amount collected and which is due and payable, upon the discovery by liability insurance in a form and contentthe City, and with coverage notice to the Lender and policy limitationsthe Administrator, acceptable of such overpayment, the Parties hereby agree that such overpayment, to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance the extent that such overpayment was received in the Collection Account or by the Lender, shall be for subtracted from the benefit next disbursement of Landlord the amount collected by the City and Tenant that is due and include both the Landlord and Tenant as an additional insured. If and payable to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metAdministrator. (c) Notwithstanding anything In addition, it is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Administrator at the direction of the City, solely in its capacity as program administrator and nothing contained herein shall be construed as creating any liability on the Administrator, or its employees, officers or agents, individually or personally, to perform any covenant other than what is expressly set forth herein, and all such liability, if any, is expressly waived by the Parties hereto. (d) To the fullest extent permitted by law, the Administrator shall defend, indemnify, and hold harmless the City, including its officials and employees, against any and all claims (even if the allegations of the claim are without merit), judgments, damages, costs and expenses to which the City or its officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any of the operations of the Administrator and/or its subcontractors under this Agreement to the contraryextent resulting from any negligent act of commission or omission, Landlord intentional tortious act, and/or the failure to comply with Law or any of the requirements of this Agreement. Insofar as the facts or law relating to any of the foregoing would preclude the City or its officials or employees from being completely indemnified by the Administrator, the City and its officials and employees shall in no event be liable partially indemnified by the Administrator to Tenant for the fullest extent permitted by law. (e) To the fullest extent permitted by applicable law, the Lender agrees to indemnify and hold harmless the Administrator and the City, and their respective officers, officials, directors, employees and agents (each, a “Program Administrator Indemnitee”) from and against any indirect or consequential and all liabilities, obligations, losses, damages, and no personal liability penalties, actions, judgment, suits, costs, expenses, taxes or disbursements of any kind or character whatsoever now attaches nature whatever (including attorneys’ fees, costs and expenses) which may be imposed on, incurred by or asserted against any of them in any way relating to or arising out of (i) this Agreement, (ii) the Loan or the related PACE Financing Documents, (iii) the Project; and (iv) any action taken or omitted by any Program Administrator Indemnitee in the performance of its obligations under and the transactions contemplated in this Agreement; provided, that, the Lender shall not be liable to the Administrator for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgment, suits, costs, expenses or disbursements resulting directly from the gross negligence or willful misconduct of the Administrator or any Program Administrator Indemnitee as determined in a final non-appealable order of a court of competent jurisdiction. (f) Each of the Administrator and the Lender agrees to notify the other party promptly after becoming aware of any taxes or claims, whether pending or threatened that are the subject of indemnification pursuant to this Agreement; provided, however, that the failure by either such party to so notify the other party will not in any manner affect such other party’s obligations under this Agreement, except to the extent, if any, the other party shall have been materially and adversely prejudiced by such failure. (g) The Administrator shall not have any liability to the Lender (whether sounding in tort, contract, equity or otherwise) for losses suffered by the Lender in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement or any of the Pace Financing Documents, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment or court order binding on the administrator that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Administrator. The Lender hereby waives all future claims against the Administrator for special, indirect, consequential or punitive damages. (h) If the Administrator notifies the Lender under this Agreement, or any Person who has received funds on behalf of the Lender, (such Lender or other applicable recipient, a “Payment Recipient”) that the Administrator has determined in its sole discretion that any funds received by such Payment Recipient from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to the Lender, or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrator and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrator, and the Lender, shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Rate/Federal Funds Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrator to any Payment Recipient under this subsection 7(h) shall be conclusive, absent manifest error. If a Payment Recipient receives any payment, prepayment or repayment of principal, interest, fees, distribution or otherwise and does not receive a corresponding payment notice or payment advice, such payment, prepayment or repayment shall be presumed to be in error absent written confirmation from the Administrator to the contrary. (i) The Lender hereby authorizes the Administrator to set off, net and apply any and all amounts at any time hereafter owing to the Lender under the PACE Financing Documents, or otherwise payable or distributable by the Administrator to the Lender from any conditions source, against any amount due to the Administrator under immediately preceding subsection 7(h) or under the indemnification provisions of this Agreement. (j) For so long as an Erroneous Payment (or portion thereof) has not been returned by any Payment Recipient who received such Erroneous Payment (or portion thereof) (such unrecovered amount, an “Erroneous Payment Return Deficiency”) to the Administrator after demand therefor in accordance with immediately preceding subsection 7(i), (i) the Administrator may elect, in its sole discretion on written notice to the Lender, that all rights and claims of the Lender, with respect to the Loan owed to such Person up to the amount of the corresponding Erroneous Payment Return Deficiency in respect of such Erroneous Payment (the “Corresponding Loan Amount”) shall attach immediately vest in the Administrator upon such election; after such election, the Administrator (x) may reflect its ownership interest in Loans in a principal amount equal to Landlord the corresponding Loan amount in the Register, and (y) upon five business days’ written notice to the Lender, may sell such Loan (or portion thereof) in respect of the corresponding Loan amount, and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrator shall retain all other rights, remedies and claims against the Lender, (and/or against any Payment Recipient that receives funds on its behalf), and (ii) each party hereto agrees that, except to the extent that the Administrator has sold such Loan, and irrespective of whether the Administrator may be equitably subrogated, the Administrator shall be contractually subrogated to all the rights and interests of the Lender, with respect to the Erroneous Payment Return Deficiency. For the avoidance of doubt, no vesting or sale pursuant to the foregoing clause (i) will reduce the commitments of the Lender and such Commitments shall remain available in accordance with the terms of this Agreement. (k) The Parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any PACE Charges owed by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrator from the Borrower for the purpose of making such Erroneous Payment. (l) No Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any partnerssimilar doctrine. (m) Each party’s obligations, officersagreements and waivers under this Section 7 shall survive the resignation or replacement of the Administrator, directorsany transfer of rights or obligations by, or consultants the replacement of Landlord as applicable the Lender, the termination of the Loan and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under or in relation to this Leasethe PACE Financing Documents.

Liability Indemnification. (a) Tenant Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for itself and all its managersspecial, licensees, invitees, agents, and/or invitees assumes all risk of indirect or consequential loss or damage of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use whatsoever (including but not limited to privately sponsored uses lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and events regardless of the form of action. Escrow Agent undertakes to perform only such duties as charity racesare expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, athletic club usageinstruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and trail “adoptions”) within immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage event that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements it becomes aware of any Third Party Indemnity dispute between Borrower and Insurance have been met. (c) Notwithstanding anything herein Lender as to any facts or as to the contraryhappening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, Landlord judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall in no event not be liable to Tenant any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any indirect reason or consequential damagesbe subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Letter of Credit, or the occurrence of a Payment Default, Escrow Agent is permitted to interplead the Letter of Credit or the Replacement Letter of Credit or Substitute Collateral, as the case may be, into the Third Judicial District Court of the State of Utah, and no personal thereafter shall be fully relieved from any and all liability or obligation with respect to the Letter of Credit. Borrower and Lender further agree to pursue any kind redress or character whatsoever now attaches or at any time hereafter under any conditions recourse in connection with such a dispute without making Escrow Agent a party to the same. c. Borrower and Lender shall attach to Landlord or any partnerseach severally indemnify, defend and save harmless Escrow Agent and its directors, officers, directorsagents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or consultants (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Landlord Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as applicable under a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in relation this Agreement, and Escrow Agent is not expected or required to this Leasebe familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. (a) Tenant for itself Except with respect to the Private Owner Pledged Account and the Qualifying Cash Collateral on deposit in such Account, the Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent against any and all its managersliabilities, licenseesobligations, inviteeslosses, agentsdamages, and/or invitees assumes all risk of loss penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) The Private Owner shall indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the use Custodian shall indemnify the Company, the Purchase Money Notes Guarantor, the NGPMN Agent and occupancy the Collateral Agent and the Advance Lender in accordance with Section 13.1(d) and (B) at the Company’s option, at any time the long term obligations of the Premises by Custodian are rated below the second highest rating category of ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder and the Collateral Agent and the Advance Lender, and waives their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder and the Collateral Agent and the Advance Lender and their respective directors, officers, employees, agents and designees, against any and all claims against Landlord for all claimsliabilities, obligations, losses, damages, and/or losses arising under this Lease penalties, actions, judgments, suits, costs, expenses or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability disbursements of any kind or character whatsoever now attaches nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any partnersbreach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained in this Agreement; provided, however, that in no event shall the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant The Employer will be solely responsible for itself notifying LBS on a timely basis of each qualifying event that entitles one or more qualified beneficiaries to Continuation Coverage. The Employer will also be solely responsible for providing LBS with all information and data needed for LBS to notify qualified beneficiaries of their rights and obligations under Continuation Coverage. The Employer will also be responsible for providing LBS with all its managersinformation and data needed for providing a general notice, licensees, invitees, agents, and/or invitees assumes all risk of loss of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇if applicable, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this LeaseContinuation Coverage unavailability notice. (b) Tenant must require all private concessionairesIn the event that the Employer fails to notify LBS of a qualifying event or fails to provide LBS with accurate information and data needed for LBS to notify qualified beneficiaries of their rights and obligations under Continuation Coverage, usersthe Employer agrees to defend with competent counsel, indemnify, and hold LBS harmless from and against any and all damages, liabilities, losses, costs, claims, penalties, and expenses (including reasonable attorneys’ fees) incurred by LBS and arising out of such failure. In the event sponsors with respect that the Employer fails to use defend an action arising out of such failure, LBS shall have the right to defend and occupancy control the defense of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and contentaction, and with coverage the Employer shall promptly reimburse LBS for all reasonable costs and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for expenses incurred by LBS in conducting the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use defense (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metreasonable attorneys’ fees). (c) Notwithstanding anything herein In the event that LBS, its agents, or its employees fail to perform as provided in this Agreement and such failure is due to LBS’, its agents’, or its employees’ gross negligence or intentional misconduct, LBS shall defend with competent counsel, indemnify, and hold the contrary, Landlord shall in no event be liable to Tenant for Employer harmless from and against any indirect or consequential and all damages, liabilities, losses, costs, claims, penalties, and no personal liability expenses (including reasonable attorneys’ fees) incurred by the Employer and arising out of such failure. In the event that LBS fails to defend the Employer as provided above, the Employer shall have the right to defend and control defense of any kind or character whatsoever now attaches or at any time hereafter under any conditions action as described above, and LBS shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or promptly reimburse the Employer for all reasonable costs and expenses incurred by the Employer in relation to this Leaseconducting the defense (including reasonable attorneys’ fees).

Liability Indemnification. (a) Tenant Each Committee Member undertakes to perform only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against any Committee Member. No Committee Member shall be liable, responsible or accountable in damages or otherwise for itself any Loss (including Losses that are costs and expenses of defense of claims, as incurred) incurred by reason of having been a Committee Member or resulting from administration of any Claims or the Escrow Account or any decision, action or failure to act, except to the extent that any such Loss shall have been finally determined by a court of competent jurisdiction to have been primarily caused by the bad faith or willful misconduct of such Committee Member. Each Holder, by virtue of its acceptance of a CCCP, shall be deemed to have consented and agreed to release and forever discharge each Committee Member from and against any and all its managersliabilities, licensees, invitees, agents, and/or invitees assumes all risk responsibilities and claims for damages or otherwise for any Loss incurred by reason of loss having been a Committee Member or resulting from administration of any kind related Claims or the Escrow Account or any decision, action or failure to act, except to the use and occupancy extent that any such Loss shall have been finally determined by a court of competent jurisdiction to have been primarily caused by the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease bad faith or related to the entry on, use, or operation willful misconduct of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Leasesuch Committee Member. (b) Tenant must require all private concessionairesThe Company shall indemnify and hold harmless each Committee Member against any Loss incurred by reason of having been a Committee Member or resulting from administration of any Claims or the Escrow Account or any decision, usersaction or failure to act, except to the extent that any such Loss shall have been finally determined by a court of competent jurisdiction to have been primarily caused by the bad faith or willful misconduct of such Committee Member. The Company shall advance payments in connection with its indemnification obligations under this Section 3.07(b) upon request of any Committee Member; provided that such Committee Member shall have delivered to the Company a written undertaking to repay any amount advanced in the event it is subsequently determined in a final non-appealable judgment rendered by a court of competent jurisdiction that such Loss was primarily caused by the bad faith or willful misconduct of such Committee Member. The rights of each Committee Member under this Section 3.07(b) are in addition to, and event sponsors with respect not in substitution for, any other rights to use which such Committee Member may be entitled, whether pursuant to law, contract or otherwise. These rights are intended to benefit, and occupancy shall be enforceable by, each Committee Member. The obligations of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in Company under this Section 13. Any third party user 3.07(b) shall not be terminated or occupant of modified in such a manner as to adversely affect the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements rights of any Third Party Indemnity Committee Member without the consent of such Committee Member and Insurance have been metshall survive the termination of this Agreement and the removal or resignation of any Committee Member. (c) Notwithstanding anything herein Section 3.07(b), all Losses indemnified pursuant to Section 3.07(b) (including amounts advanced pursuant to the contrarysecond sentence thereof) shall be deemed to be Escrow Expenses and shall be paid out (i) first from the Escrow Assets until such time as the Escrow Assets are exhausted or finally distributed to the Holders pursuant to Article V and (ii) then from the Earnings until the Earnings are exhausted, Landlord before the Company shall be obligated to make any payments pursuant to Section 3.07(b); provided that should any Claim Proceeds be received after the Company has made any payments pursuant to Section 3.07(b) due to exhaustion of the Escrow Assets and Earnings, the Company shall be entitled to reimbursement of an amount in no event be liable cash equal to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Leasesuch payments from such Claim Proceeds.

Liability Indemnification. (aA) Tenant Neither REMC nor ▇▇▇ COUNTY shall be responsible to the other in tort (including negligence and strict liability), contract or otherwise for itself and all its managersany loss, licensees, invitees, agents, and/or invitees assumes all risk of loss costs or damage of any kind related which may result from or be caused by interruptions in delivery of electricity or deficiencies such deliveries under this Agreement except as specifically provided as a result of an Event of Default. REMC and ▇▇▇ COUNTY, expressly agree, to the use extent permitted by applicable law including the dollar limitations in section 768.28, Florida Statutes, as may be amended from time to time and occupancy not to be construed as a waiver of any sovereign immunity rights, to indemnify, hold harmless and defend the Premises by ▇▇▇▇▇▇, and waives all claims other Party against Landlord for all claims, damagesliability, and/or losses arising under this Lease costs or related expense for loss, damage or injury to persons or property in any manner directly or indirectly connected with or growing out of the generation, transmission, distribution, marketing or scheduling of electric energy on the indemnifying Party's side of a Point oflnterconnection hereunder except to the entry on, use, extent due to the indemnified Party's own negligence or operation of the Premises or any Tenant Improvements thereonwillful misconduct. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included Except in the Tenant’s insurancecase of indemnification resulting from third-party claims, neither Party shall be liable to the other Party for punitive, incidental or consequential damages including, but not limited to, lost profits. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this This Section 13 shall survive termination or expiration of this LeaseAgreement. (bB) Tenant must require all private concessionairesNEITHER BUYER OR SELLER SHALL BE LIABLE TO THE OTHER FOR CLAIMS, usersSUITS, and event sponsors with respect to use and occupancy of the TrailACTIONS OR CAUSES OF ACTION FOR INCIDENTAL, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the TrailINDIRECT, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and contentSPECIAL,PUNITIVE,MULTIPLE OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT,OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, and with coverage and policy limitationsINCLUDING WITHOUT LIMITATION, acceptable to Landlord (“Third Party Indemnity and Insurance”)ANY SUCH DAMAGES WHICH ARE BASED UPON CAUSES OF ACTION FOR BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW, UNDER ANY INDEMNITY PROVISION OR ANY OTHER THEORY OF RECOVERY. The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insuredIF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY, AND SUCH DIRECT DAMAGES SHALL BE THE SOLE AND EXCLUSIVE MEASURE OF DAMAGES AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED; PROVIDED, HOWEVER, THAT THIS SENTENCE SHALL NOT APPLY TO LIMIT THE LIABILITY OF A PARTY WHOSE ACTIONS GIVING RISE TO SUCH LIABILITY CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If and to the extentTHE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF FAULT AND SHALL SURVIVE TERMINATION, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity racesCANCELLATION, athletic club usageSUSPENSION, and trail “adoptions”) within the PremisesCOMPLETION OR EXPIRATION OF THIS AGREEMENT, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13BUT SUCH SURVIVAL SHALL APPLY ONLY TO THOSE CAUSES OF ACTION, IF ANY, ARISING PRIOR TO TERMINATION, CANCELLATION, SUSPENSION, COMPLETION OR EXPIRATION OF THIS AGREEMENT. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metNOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WAIYER OF A PARTY'S RIGHT TO SEEK INJUNCTIVE RELIEF. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Lease.

Liability Indemnification. (a) Tenant Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for itself and all its managersspecial, licensees, invitees, agents, and/or invitees assumes all risk of indirect or consequential loss or damage of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use whatsoever (including but not limited to privately sponsored uses lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and events regardless of the form of action. Escrow Agent undertakes to perform only such duties as charity racesare expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, athletic club usageinstruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and trail “adoptions”) within immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage event that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements it becomes aware of any Third Party Indemnity dispute between Borrower and Insurance have been met. (c) Notwithstanding anything herein Lender as to any facts or as to the contraryhappening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, Landlord judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall in no event not be liable to Tenant any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any indirect reason or consequential damagesbe subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Release, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Release into the United States District Court for the Northern District of Illinois, and no personal thereafter shall be fully relieved from any and all liability of or obligation with respect to the Release. Borrower and Lender further agree to pursue any kind redress or character whatsoever now attaches or at any time hereafter under any conditions recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall attach to Landlord or any partnerseach severally indemnify, defend and save harmless Escrow Agent and its directors, officers, directorsagents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 8.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or consultants (ii) any Indemnified Party following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Landlord Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as applicable under a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in relation this Agreement, and Escrow Agent is not expected or required to this Leasebe familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. (a) Tenant for itself Except with respect to the Private Owner Pledged Account and, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the Company will indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent from and against any and all its managers, licensees, invitees, agents, and/or invitees assumes all risk of loss Losses of any kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them pursuant to this Agreement unless such Losses were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification will survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) The Private Owner will indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent from and against any and all Losses of any kind or nature whatsoever that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, or any action taken or not taken by it pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification will survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) If the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form of Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly is to deliver to the Company upon request a Lost Instrument Affidavit in the form of Exhibit L (unless the original Note has been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the use Custodian will indemnify the Company, each Purchase Money Notes Guarantor, the PMN Agent and occupancy the Holders in accordance with Section 13.1(d) and (B) at the Company’s option, at any time the long term obligations of the Premises by Custodian are rated below the second highest rating category of Fitch Ratings Inc., ▇▇▇▇▇▇’▇ Investors Service, Inc. or S&P Global Ratings, the Custodian is to obtain and waives all claims maintain an insurance bond naming the Company, each Purchase Money Notes Guarantor, the PMN Agent and the Holders and their respective successors in interest and assigns as loss payees, insuring against Landlord for all claimsany losses associated with the loss of such document, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory equal to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost then-outstanding principal balance of the related Asset or expense to Landlord. A waiver of subrogation must be included such lesser amount requested by the Company in the TenantCompany’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Leasesole discretion. (bd) Tenant must require all private concessionaires, users, The Custodian and event sponsors with respect to use Paying Agent will indemnify and occupancy of hold harmless the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extentCompany, the Tenant permits sublicensees or Initial Member, the PMN Agent, each Purchase Money Notes Guarantor and the Holders and their respective directors, officers, employees, agents and designees, from and against any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability all Losses of any kind or character nature whatsoever now attaches that might be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any partnersbreach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained in this Agreement; provided, however, that in no event will the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification will survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for itself and all its managersspecial, licensees, invitees, agents, and/or invitees assumes all risk of indirect or consequential loss or damage of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use whatsoever (including but not limited to privately sponsored uses lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and events regardless of the form of action. Escrow Agent undertakes to perform only such duties as charity racesare expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, athletic club usageinstruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and trail “adoptions”) within immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage event that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements it becomes aware of any Third Party Indemnity dispute between Borrower and Insurance have been met. (c) Notwithstanding anything herein Lender as to any facts or as to the contraryhappening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, Landlord judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall in no event not be liable to Tenant any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any indirect reason or consequential damagesbe subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and no personal thereafter shall be fully relieved from any and all liability of or obligation with respect to such Request. Borrower and Lender further agree to pursue any kind redress or character whatsoever now attaches or at any time hereafter under any conditions recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall attach to Landlord or any partnerseach severally indemnify, defend and save harmless Escrow Agent and its directors, officers, directorsagents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or consultants (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Landlord Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as applicable under a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in relation this Agreement, and Escrow Agent is not expected or required to this Leasebe familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. (a) Tenant The Trust Board and it members shall be covered by fiduciary insurance maintained by the Position Holder Trust and sufficient to satisfy the Position Holder Trust's obligations to indemnify the Trust Board and its members set forth herein, including the Position Holder Trust's obligations to indemnify the Trust Board and its members in their capacity as members of the Advisory Committee. Neither the Trust Board, nor any of its members, nor any duly designated agent or representative of the Trust Board, or its respective employees, shall be liable for itself the act or omission of any other member, agent or representative of the Trust Board or the Advisory Committee, nor shall any member of the Trust Board be liable for any act or omission taken or omitted to be taken in its capacity as a member of the Trust Board or a member of the Advisory Committee for the IRA Partnership, other than acts or omissions that are finally adjudicated by a court of competent jurisdiction to have been committed in bad faith, intentionally, or with reckless indifference to the interest of any beneficiary. Except in the case of a breach of trust committed in bad faith, intentionally, or with reckless indifference to the interest of any beneficiary, the Trust Board and all each of its managersmembers shall not be liable for any loss or damage by reason of any action taken or omitted by the Trust Board or the Advisory Committee or any member pursuant to the discretion, licenseespower and authority conferred on the Trust Board by this Position Holder Trust Agreement or on the Advisory Committee by the IRA Partnership Agreement. The Position Holder Trust shall indemnify, inviteeshold harmless and advance expenses to the Trust Board and its members, agents, and/or invitees assumes all risk of loss of any kind related to the use and occupancy of the Premises by ▇▇▇▇▇▇representatives, professionals, and waives employees from and against and in respect to any and all claims against Landlord for all claimsliabilities, losses, damages, and/or losses claims, costs and expenses, including, but not limited, to attorneys’ fees and costs arising under this Lease out of or related due to the entry on, usetheir actions or omissions, or operation consequences of the Premises such actions or any Tenant Improvements thereon. To the maximum extent permitted under applicable lawomissions, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy the Position Holder Trust or the IRA Partnership; provided, however, that no such indemnification will be made to such Persons for such actions or omissions that are finally adjudicated by a court of the Trail, Tenant Improvements or Premises competent jurisdiction to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been metthe result of willful misconduct, gross negligence or fraud. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability of any kind or character whatsoever now attaches or at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this Lease.

Liability Indemnification. (a) Tenant for itself Except with respect to the Private Owner Pledged Account and, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, officers, agents and employees of the Custodian and Paying Agent from and against any and all its managers, licensees, invitees, agents, and/or invitees assumes all risk of loss Losses of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by it or them hereunder unless such Losses were imposed on, incurred by or asserted against the Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) 1l1e Private Owner shall indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent from and against any and all Losses of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Accotmt, or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Pennitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form attached as Exhibit H hereto (a "Custodial Delivery Failure"), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the use Custodian shall 52 CADCIRADC' Ventu~e 20 t t -I Structured Transaction Cu>todi~IHnd Puymg Agency Agreement Ver>ion 3 1 '4 EXEC\!TION VERSION indemnify the Company, each Purchase Money Notes Guarantor, the PMN Agent and occupancy the Holders in accordance with Section 13.l(d) and (ill at the Company's option, at any time the long term obligations of the Premises by Custodian arc rated below the second highest rating category of ▇▇▇▇▇▇'▇ Investors Service, Inc. or Standard and waives all claims Poor's Ratings Group, a division of McGraw· Hill Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, each Purchase Money Notes Guarantor , the P:MN Agent and the Holders and their successors in interest and assigns as loss payees, insuring against Landlord for all claimsany losses associated with the loss of such document, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory equal to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost then outstanding principal balance of the related Asset or expense to Landlord. A waiver of subrogation must be included such lesser amount requested by the Company in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this LeaseCompany's sole discretion. (bd) Tenant must require all private concessionaires, users, The Custodian and event sponsors with respect to use Paying Agent shall indemnify and occupancy of hold harmless the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extentCompany, the Tenant permits sublicensees or PMN Agent, the Initial Member, each Purchase Money Notes Guarantor and the Holders and their respective directors, o.flicers, employees, agents and designees, from and against any third-party use (including but not limited to privately sponsored uses and events such as charity races, athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements of any Third Party Indemnity and Insurance have been met. (c) Notwithstanding anything herein to the contrary, Landlord shall in no event be liable to Tenant for any indirect or consequential damages, and no personal liability all Losses of any kind or character nature whatsoever now attaches that may be imposed on, incurred by, or at asserted against it or them in any time hereafter under any conditions shall attach way relating to Landlord or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent's negligence, lack of good faith or willful misconduct or any partnersbreach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained in this Agreement; provided, however, that in no event shall the Custodian and Paying Agent or any directors, officers, directorsagents or employees of the Custodian and Paying Agent have any liability \Vith respect to any special, indirect, punitive or consultants consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of Landlord as applicable under or in relation to this LeaseAgreement.

Liability Indemnification. (a) Tenant for itself and all its managers9.13.1 Holder has no obligations whatsoever, licenseesexpress or implied, invitees, agents, and/or invitees assumes all risk of loss of any kind related relating to the use and occupancy of the Premises by ▇▇▇▇▇▇, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, payment of taxes or other fees, maintenance or operation of the Premises Property. Holder's exercise of, explicit waiver or failure to exercise, any Tenant Improvements thereon. To right conferred by this Conservation Easement shall not be deemed to be a management or control of the maximum extent permitted activities on the Property. 9.13.2 Holder shall not be liable to Landowner for injuries or death to persons or damage to property or other harm in connection with Holder's administration and/or enforcement of this Conservation Easement, unless such harm is due to the negligence of Holder or its agents, in which case liability shall be apportioned accordingly under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant . 9.13.3 Landowner shall acquire commercial liability insurance in an amount no less than One Million indemnify and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection hold Holder harmless from any liability above described at no cost and all judgments, costs, claims or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionairesliability, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to privately sponsored uses reasonable attorney's fees arising from any personal injury, accidents, negligence or damage relating to the Property, or any other claim otherwise arising out of the Property unless due to the negligence of Holder or its agents, in which case liability shall be apportioned accordingly under applicable law. 9.13.4 Landowner shall indemnify and events such as charity raceshold Holder harmless from and against any and all claims, athletic club usagecosts, expenses (including attorney's fees), fines, penalties, assessments, citations, personal injury or death, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user like arising from or occupant out of the Premises must provide the Landlord with a certificate of insurance evidencing the insurance requirements existence (actual or alleged) of any Third Party Indemnity and Insurance have been metall environmentally hazardous or toxic substances or materials whatsoever on or under the Property. (c) Notwithstanding anything herein 9.13.5 Holder shall have no liability to Landowner or any other owner for Holder's acts, taken in good faith, in connection with the administration of this Conservation Easement. 9.13.6 In the event that any person or entity other than Landowner or Holder claims title to the contrary, Landlord shall in no event be liable to Tenant for any indirect Property or consequential damagesotherwise challenges this Conservation Easement, and no personal liability of such claim impairs or interferes with the rights granted hereunder to Holder, Landowner hereby agrees to undertake any kind action as is reasonably and necessary to perfect or character whatsoever now attaches or defend Landowner's title to and Holder's interests in the Property at any time hereafter under any conditions shall attach to Landlord or any partners, officers, directors, or consultants of Landlord as applicable under or in relation to this LeaseLandowner's sole cost and expense.