Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. Purchaser shall indemnify and hold harmless Servicer and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Party”) from and against any Losses incurred by Servicer in connection with this Agreement, except to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer of any covenant, agreement, representation or warranty of Servicer contained in this Agreement or (b) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Party.

Purchaser’s Indemnification. Purchaser shall indemnify indemnify, defend, and hold harmless Servicer Seller and its Affiliates, trustees, directors, successors or assigns and their respective officers, employees, membersconsultants, managersagents and representatives (collectively, representatives, stockholders and agents (each, an “Indemnified Servicer Party”"Seller Protected Parties") from and against any Losses incurred by Servicer in connection with this Agreement, except to Loss that results from or arises out of (i) the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer of any covenant, agreement, representation of Purchaser's representations or warranty of Servicer contained warranties in this Agreement or any certificate delivered in connection herewith; (bii) Servicer’s the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct in of Seller; (v) the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or its employees after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or agents, indemnify Merchant Acquiring Business and accrued in any Indemnified Servicer Party for any punitive damages period after the Closing Date; (vii) all other liabilities and obligations or for any actual or lost profits Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Lossesto pay the amounts contemplated by Section 3.6; or (iiix) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or breach arising out of this Agreement such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any Indemnified Servicer member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify Other than Purchaser’s representations and hold harmless Servicer warranties set forth in Sections 5.02 (Corporate Authorization), 5.05(a), 5.05(b) (SEC Filings) and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents 5.06(c) (each, an Valid Issuance) (the “Indemnified Servicer PartyPurchaser’s Specified Representations”) from which shall expire on the first anniversary of the Closing Date, the representations and against any Losses incurred by Servicer warranties of Purchaser set forth in connection with this Agreement, except to Section 5 shall terminate and expire as of the extent that such Losses arise out ofClosing Date, and are imposed upon any liability of Purchaser with respect to such Indemnified Servicer Party by reason of, (a) any material breach by Servicer of any covenant, agreement, representation or warranty of Servicer contained in this Agreement or (b) Servicer’s gross negligence or willful misconduct in representations and warranties shall thereupon cease. From and after the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, Closing Date and together with a Purchaser Claims Notice and as until the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt first anniversary of the related Servicer Claims NoticeClosing Date, Purchaser shall make payment hold harmless and indemnify each of the applicable indemnification amount to Servicer within ninety (90) days of receipt Participating Rights Holders from and against, and shall compensate and reimburse each of the related Servicer Claims NoticeParticipating Rights Holders for, any Damages which are suffered or incurred by any such Participating Rights Holder and which arise from or as a result of, or are connected with, (i) any inaccuracy in or breach of any Purchaser’s Specified Representation (provided that solely for purposes of measuring the Damages indemnifiable hereunder there will not be given any effect to any materiality or similar qualification limiting the scope of such representation or warranty); or (ii) any breach of any covenant or obligation of the Purchaser set forth in this Agreement. Notwithstanding the foregoing, no indemnification payment shall be required to be made by the Purchaser shall have no obligation to do any Participating Rights Holder pursuant to Section 11.01(c)(i) as it relates to an inaccuracy in or breach of Section 5.05(a) or Section 5.05(b) or the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or matters set forth in clause (ii) indemnify or hold harmless an Indemnified Servicer Party from above unless and until the aggregate amount of Damages sustained by all Executing Shareholders exceeds the Basket Amount. If the total amount of such Damages exceeds the Basket Amount then the Participating Rights Holders shall be entitled to be indemnified against any Losses to and compensated and reimbursed the extent entire amount of such Losses result from Damages including the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer PartyBasket Amount.

Purchaser’s Indemnification. (a) Purchaser shall indemnify and hold harmless Servicer Seller and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Seller Party”) from and against any Losses incurred by Servicer Seller in connection with this Agreement, except Agreement to the extent that such Losses directly arise out of, and are imposed upon any such Indemnified Servicer Seller Party by reason of, (a) any material breach by Servicer Purchaser of any covenantSections 2.2, agreement2.4, representation or warranty 3.3, 4.3, 9.5 and Article 6 of Servicer contained in this Agreement or (b) Servicer’s the willful misconduct or gross negligence or willful misconduct of Purchaser in the performance of its duties under this Agreement. Servicer Seller shall provide prompt written notice (a “Servicer Seller Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of describing any claim for indemnity pursuant to this Section 5.3(b)5.2 within sixty (60) days after the date on which Seller has or receives notice of or otherwise has actual knowledge of the applicable breach to the extent such breach is not otherwise known to Purchaser. In the case of any claim for indemnity made pursuant to this Section 5.3(b)5.2, if Purchaser does not dispute the claim made by Servicer Seller in writing within sixty thirty (6030) days of receipt of the related Servicer Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer Seller within ninety sixty (9060) days of receipt of the related Servicer Seller Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Party.MASTER LOAN PURCHASE AGREEMENT – Page T

Purchaser’s Indemnification. Purchaser shall indemnify indemnify, defend, and hold harmless Servicer the Seller and its Affiliates, trustees, directors, successors or assigns and their respective officers, employees, membersconsultants, managersagents and representatives (collectively, representatives, stockholders and agents (each, an “Indemnified Servicer Party”"Seller Protected Parties") from and against any Losses incurred by Servicer in connection with this Agreement, except to Loss that results from or arises out of (i) the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer of any covenant, agreement, representation of Purchaser's representations or warranty of Servicer contained warranties in this Agreement or any certificate delivered in connection herewith; (bii) Servicer’s the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct in of Seller; (v) the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or in undertaking its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Lossesobligations under Section 5.4; or (iivi) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or breach arising out of this Agreement such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Business with the third party service providers identified on Schedule 3.6. In the event that indemnification is sought hereunder by any Indemnified Servicer member of the Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify and hereby agrees to indemnify, hold harmless Servicer and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Party”) defend Seller from and against any Losses and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Servicer in connection with this Agreement, except to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party Seller by reason of, of (a) any material Purchaser’s breach by Servicer of any covenantrepresentations, agreement, representation or warranty warranties and covenants of Servicer Purchaser contained in this Agreement which survive the Closing, and (b) without limiting the generality of the foregoing, Purchaser’s failure to duly perform the obligations of Purchaser under Related Documents, provided Purchaser shall have no duty indemnify Seller for any losses arising hereunder until Seller has suffered losses by reason of all such breaches (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Seven Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Purchaser will be obligated only to indemnify the Seller from and against further such loses) or thereafter to the extent the losses (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Seven Hotels) the Seller has suffered by reason of all such breaches up to an aggregate cap equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) (after which point the Purchaser will have no obligation to indemnify the Seller from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Seller for claims made pursuant to Section 15.03 against Purchaser not later than the final day of the Survival Period. The indemnification provided for in this Section 15.02 shall from and after the Closing be the Seller’s sole remedy for any matters referred to herein except as provided in the following sentence and without limitation of the Restated Vancouver Sublease and Red Lion Guaranty. Notwithstanding the foregoing temporal and monetary limitations, Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost, claims, actions, causes of action, suits, litigation and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller (collectively, “Property Claims”) by reason of (a) operation, ownership or use of the Sale Properties from and after Closing or (b) Servicer’s gross negligence any death, injury or willful misconduct in damage to persons or property at the performance of its duties under this Agreement. Servicer shall provide prompt written notice (Sale Properties from and after the Closing provided, however, that the Property Claims are asserted, instituted or initiated by a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does Person that is not dispute the claim made by Servicer in writing within sixty (60) days of receipt Seller or an Affiliate of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer PartySeller.

Purchaser’s Indemnification. The Purchaser shall indemnify the Seller, the Obligor and hold harmless Servicer and its Affiliatestheir respective affiliates, trusteesemployees, directors, officers, employeesagents, members, managerspartners, representativesadvisors and representatives (collectively, stockholders and agents (each, an “Indemnified Servicer PartyRelated Persons”) from and hold them harmless against any Losses and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses (including expenses incurred in the enforcement of this indemnification obligation) (collectively, “Losses”) that the Seller or Obligor may sustain from any material failure of the Purchaser to perform its duties and obligations hereunder. The Seller and the Obligor, as applicable, shall promptly notify the Purchaser and the Program Manager if a claim is made by Servicer a third party against the Seller, the Obligor, or any of their respective Related Persons with respect to any Mortgage Loan that could give rise to an indemnity claim under this Section 5.01, and the Purchaser shall have the right but not the obligation to assume the defense of any such claim and to assert any and all claims or other pleadings that it may have. The Seller and the Obligor, as applicable, shall cooperate with the Purchaser and the Program Manager in connection with this Agreementthe defense of any such claim. Purchaser shall not settle a claim without the written consent of the Seller or the Obligor, as applicable, which consent shall not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the Purchaser; provided, however, that in such case, there shall be no admission of liability on the part of the Seller or the Obligor, respectively, without the written consent of the Seller or the Obligor, respectively. This indemnification shall survive the closing of the purchase and sale of the Mortgage Loans and any termination of this Agreement for the Survival Period, but shall expressly further survive with respect to any claim made hereunder prior to the extent that expiration of such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer of any covenant, agreement, representation or warranty of Servicer contained in this Agreement or (b) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Noticeperiod. Notwithstanding the foregoingprovisions set forth in this Section 5.01, the Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party not be liable for any indirect, special, consequential or punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Partydamages.

Purchaser’s Indemnification. (l) Purchaser shall indemnify and hold harmless Servicer Seller and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Seller Party”) from and against any Losses incurred by Servicer Seller in connection with this Agreement, except to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Seller Party by reason of, (a) any material breach by Servicer Seller of any covenant, agreement, representation or warranty of Servicer Seller contained in this Agreement or (b) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer Seller shall provide prompt written notice (a “Servicer Seller Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b)5.2. In the case of any claim for indemnity made pursuant to this Section 5.3(b)5.2, if Purchaser does not dispute the claim made by Servicer Seller in writing within sixty (60) days of receipt of the related Servicer Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer Seller within ninety (90) days of receipt of the related Servicer Seller Claims Notice. (m) Notwithstanding the foregoingSection 5.2(a), Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Seller Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Seller Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Seller Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Seller Party.

Purchaser’s Indemnification. Purchaser shall indemnify and hereby agrees to indemnify, hold harmless Servicer and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Party”) defend Seller from and against any Losses and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Servicer in connection with this Agreement, except to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party Seller by reason of, of (a) any material Purchaser’s breach by Servicer of any covenantrepresentations, agreement, representation or warranty warranties and covenants of Servicer Purchaser contained in this Agreement which survive the Closing, and (b) without limiting the generality of the foregoing, Purchaser’s failure to duly perform the obligations of Purchaser under Related Documents, provided Purchaser shall have no duty indemnify Seller for any losses arising hereunder until Seller has suffered losses by reason of all such breaches (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Two Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Purchaser will be obligated only to indemnify the Seller from and against further such losses) or thereafter to the extent the losses (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Two Hotels) the Seller has suffered by reason of all such breaches up to an aggregate cap equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) (after which point the Purchaser will have no obligation to indemnify the Seller from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Seller for claims made pursuant to Section 15.03 against Purchaser not later than the final day of the Survival Period. The indemnification provided for in this Section 15.02 shall from and after the Closing be the Seller’s sole remedy for any matters referred to in this Section 15.02 except as provided in the following sentence and without limitation of the Restated Vancouver Sublease and Red Lion Guaranty. Notwithstanding the foregoing temporal and monetary limitations, Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost, claims, actions, causes of action, suits, litigation and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller (collectively, “Property Claims”) by reason of (a) operation, ownership or use of the Sale Properties from and after Closing or (b) Servicer’s gross negligence any death, injury or willful misconduct in damage to persons or property at the performance of its duties under this Agreement. Servicer shall provide prompt written notice (Sale Properties from and after the Closing provided, however, that the Property Claims are asserted, instituted or initiated by a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does Person that is not dispute the claim made by Servicer in writing within sixty (60) days of receipt Seller or an Affiliate of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer PartySeller.

Purchaser’s Indemnification. Purchaser shall indemnify and hold harmless Servicer and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Party”) from and against any Losses incurred by Servicer in connection with this Agreement, except Agreement to the extent that such Losses directly arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer Purchaser of any covenantSections 2.1, agreement2.3, representation 3.2, 3.3, 3.4, 4.2 or warranty 5.2 of Servicer contained in this Agreement or (b) ServicerPurchaser’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of describing any claim for indemnity pursuant to this Section 5.3(b)) within sixty (60) days after the date on which Servicer has or receives notice of or otherwise has actual knowledge of the applicable breach to the extent such breach is not otherwise known to Purchaser. In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty thirty (6030) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety sixty (9060) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; , or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Party.

Purchaser’s Indemnification. Purchaser shall indemnify and hold harmless Servicer and its Affiliates, trustees, directors, officers, employees, members, managers, representatives, stockholders and agents (each, an “Indemnified Servicer Party”) from and against any Losses incurred by Servicer in connection with this Agreement, except Agreement to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Servicer Purchaser of any covenantSections 3.3, agreement3.4, representation 4.2 or warranty 5.2 of Servicer contained in this Agreement or (b) ServicerPurchaser’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty thirty (6030) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety sixty (9060) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; , or (ii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Party.

Purchaser’s Indemnification. Purchaser shall indemnify If the Closing occurs, Purchasers and HCP (jointly and severally) hereby agree to indemnify, defend and hold harmless Servicer Sellers, their affiliates, and its Affiliates, trusteesthe respective officers, directors, officersshareholders, employeespartners, membersmembers and employees of the foregoing (collectively, managers, representatives, stockholders and agents (each, an “Seller Indemnified Servicer PartyParties”) from and against any and all Losses incurred by Servicer in connection with this Agreement, except to the extent that such Losses arise out of, and are imposed upon any such Indemnified Servicer Party which they incur by reason of, or in connection with, any breach by Purchasers of any of their covenants or representations or warranties set forth herein. No Seller Indemnified Party may pursue Purchasers for indemnification as a result of any breach of a covenant that, to Sellers’ Knowledge, occurred prior to Closing. The provisions of this Section 4.6 shall survive the Closing for a period of [***], except with respect to (ax) any material indemnification for claims of which Sellers shall have given written notice to Purchasers prior to the expiration of such [***] period and (y) any indemnification in connection with the Fundamental Purchasers Representations (which shall survive the Closing for the applicable statute of limitations periods). No claims may be asserted by any Seller Indemnified Party against Purchasers for any breach of any covenants or representations or warranties set forth herein unless and until the Losses under all of such claims exceed [***] in the aggregate, in which case the Seller Indemnified Parties shall be entitled to recover Losses only in excess of such amount, and Purchasers’ liability for such claims shall not exceed [***] in the aggregate, except that the foregoing shall not apply (1) to any amounts owing by Purchasers to Sellers pursuant to Section 2.3, Section 2.5, Section 3.4(d) or Section 3.5 or (2) to Losses from the breach by Servicer of any covenant, agreement, representation or warranty of Servicer contained in this Agreement or (b) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Agreement. Servicer shall provide prompt written notice (a “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt Purchasers of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser or its employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses; or (ii) indemnify or hold harmless an Indemnified Servicer Party from Fundamental Purchasers Representations and against any Losses to the extent such Losses result shall be excluded from the negligence or willful misconduct of or breach of this Agreement by any Indemnified Servicer Partyaggregate Losses in applying the foregoing cap to such aggregate Losses. [***].