Common use of General Indemnity Clause in Contracts

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall Company agrees to indemnify and save hold harmless the TJPA Purchaser, and its officersrespective partners, directors, officers and agents and employees from, and if requested shall defend them against, against any and all lossclaims, costdamages, damage, injury, liability, liabilities and claims thereof for injury to or death of a person, expenses (including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited toto reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Contractor’s use of facilities or equipment provided Company shall not be required to indemnify the Purchaser for any Claim for any violation by the TJPA or others, regardless Purchaser of Section 5 of the negligence of, and regardless Securities Act arising out of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to sales of Common Stock by Purchaser after the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result including any violations arising out of the active negligence failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or willful misconduct Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the TJPA and is not contributed to transaction contemplated by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employeethis Agreement. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition indemnification pertains to such untrue statements or omissions relating to the Contractor’s obligation to indemnify Registration Statement or any amendment thereof or the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from Prospectus or any claim which actually supplement thereto or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises amendment thereof at the time such claim is tendered to the Contractor by Registration Statement was declared effective or on any subsequent date until the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval expiration of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinOption.

General Indemnity. [If the Contractor is NOT a design professional (an architectWithout limiting any other rights which any such Person may have hereunder or under Applicable Law, a landscape architect or an engineer)] The Contractor shall but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and save hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the TJPA foregoing and its officerseach of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and employees from, and if requested shall defend them against, against any and all lossdamages, costlosses, damageclaims, injuryliabilities and related costs and expenses (including all filing fees), liabilityincluding reasonable attorneys’, consultants’ and claims thereof for injury accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or death in connection with the Transaction Documents, any of a personthe transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Seller Assets, including employees of the Contractor Pool Assets or loss any Related Assets or otherwise arising out of or damage relating to property, arising directly or indirectly resulting from the Contractor’s performance actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this AgreementArticle XII, includingin all events there shall be excluded from the foregoing indemnification any damages, but not limited toclaims, the Contractor’s use of facilities losses, costs, expenses, liabilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except other Indemnified Amounts to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to resulting from (x) the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the TJPA and is not contributed failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by any act of, reason of the financial or by any omission to perform some duty imposed by law credit condition of such Account Debtor or agreement on Obligor (including the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees occurrence of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition an Insolvency Event with respect to the Contractor’s obligation to indemnify applicable Account Debtor or Obligor). Without limiting the TJPAforegoing, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor Seller shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”)indemnify, subject to the provisions express limitations set forth herein.in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or resulting from:

General Indemnity. [If Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Contractor is NOT a design professional Borrower hereby agrees to indemnify each Lender and the Administrative Agent (an architecton their own behalf and on behalf of each of the Lenders’ and the Administrative Agent’s Affiliates and each of such entities’ respective successors, a landscape architect or an engineer)] The Contractor shall indemnify transferees, participants and save harmless the TJPA assigns and its all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and employees from, and if requested shall defend them against, against any and all lossdamages, costlosses, damageclaims, injury, liability, liabilities and claims thereof for injury to or death of a personrelated and reasonable costs and expenses actually incurred, including employees reasonable attorneys’ fees and disbursements actually incurred (all of the Contractor foregoing being collectively called “Indemnified Amounts”) awarded against or loss incurred by any of them arising out of or damage relating to propertyany Transaction Document or the transactions contemplated thereby, arising directly or indirectly from the Contractor’s performance acceptance and administration of this AgreementLoan Agreement by such Person, includingany commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), but not limited to, or the Contractor’s use of facilities or equipment provided proceeds therefrom by the TJPA or othersBorrower, regardless including (without limitation) in respect of the negligence offunding of any Advance or in respect of any Policy; excluding, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPAhowever, except (i) Indemnified Amounts to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive determined by a court of competent jurisdiction to the date of this Agreementhave resulted from gross negligence, and except where such loss, damage, injury, liability or claim is the result of the active negligence fraud or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims part of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional Indemnified Party (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (collectively “Indemnitees”i), from any claimAND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, lossINDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, damageSOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, injury (includingIT BEING THE INTENT OF THE PARTIES THAT, without limitationTO THE EXTENT PROVIDED IN THIS SECTION 11.1, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kindINDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, nature and description (includingSOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigationFRAUD OR WILLFUL MISCONDUCT), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2ii) any negligent, reckless, Tax upon or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed measured by them, or anyone that they control net income (collectively, “Liabilities”except those described in Section 6.1(a)) on any Indemnified Party; including (without limitation), subject to the provisions set forth herein.however, Indemnified Amounts resulting from or relating to:

General Indemnity. [The Borrower hereby covenants with the Agent and each Lender that it shall at all times hereafter keep the Agent and such Lender indemnified and held harmless from and against all suits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, liabilities, damages and expenses (including all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any way relating to, arising out of, or incidental to (a) any provision of the Loan Documents, (b) any Environmental Laws applying to the Agent or such Lender as a result of it being a party to or performing its obligations under any Loan Document or (c) any default by the Borrower under any provision of any of the Loan Documents. If and for so long as no Event of Default has occurred and is continuing, the Borrower, at its option, shall be entitled to conduct the defence of such suit, action or proceeding with the participation of the Agent or such Lender should they so desire. If the Contractor defence of any such suit, action or proceeding is NOT not being conducted in a design professional proper or diligent manner by the Borrower, the Agent or such Lender shall on notice to the Borrower (an architectand for the account of the Borrower) be entitled to take over the conduct of the defence of such suit, a landscape architect action or an engineer)] The Contractor proceeding with the participation of the Borrower should it so desire. This indemnity shall indemnify and save harmless extend to the TJPA and its officers, directors, agents employees, agents, shareholders and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees assignees of the Contractor or loss of or damage to property, arising directly or indirectly from Agent and each Lender and shall survive the Contractor’s performance termination of this AgreementAgreement but shall not apply to any suits, includingactions, but not limited toproceedings, judgments, demands or claims or costs, losses, liabilities, damages and expenses resulting from or attributable to the Contractor’s use of facilities willful misconduct or equipment provided by the TJPA or others, regardless gross negligence of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret Agent or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, Lender or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its membersofficers, directors, officersemployees, and employees (collectively “Indemnitees”)agents, from any claim, loss, damage, injury (including, without limitation, injury to shareholders or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinassignees thereof.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury Company agrees to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, Purchasers (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and employees (collectively “Indemnitees”)assigns) from and against any and all losses, from any claimliabilities, lossdeficiencies, damagecosts, injury damages and expenses (including, without limitation, injury to reasonable attorneys’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or death of an employee breach of the Contractor representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its subconsultants) directors, officers, affiliates, agents, successors and liabilities of every kindassigns from and against any and all losses, nature liabilities, deficiencies, costs, damages and description expenses (including, without limitation, incidental reasonable attorneys’ fees, charges and consequential damagesdisbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, court costswarranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder. Indemnification Procedure. Any party entitled to indemnification under this Article VI (an "indemnified party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, attorney’s fees that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnified party a conflict of interest between it and costs the indemnifying party may exist with respect of investigationsuch action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), that arise directly then the indemnified party may, at its option, defend, settle or indirectlyotherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in whole writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in part, from (1) connection with any negotiation or defense of any such action or claim by the services under this Agreement, indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any part settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such servicesclaim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (2b) any negligent, reckless, or willful act or omission of liabilities the Contractor and subconsultant indemnifying party may be subject to pursuant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.law. Miscellaneous

General Indemnity. [If To the Contractor is NOT a design professional (an architectmaximum extent permitted by applicable law, a landscape architect or an engineer)] The Contractor shall indemnify indemnify, defend (with counsel reasonably acceptable to the Indemnified Entities (as hereinafter defined)) and save harmless the TJPA ACTA, POLA, POLB, and its each of UP, BNSF and PHL, and each of them, and their respective officers, directors, agents employees, commissioners, agents, successors and employees fromassigns (individually “Indemnified Entity” and collectively, the “Indemnified Entities”, but excluding from such persons Contractor and if requested shall defend them againstthe respective agents, contractors and Subcontractors of Contractor), from and against any and all lossLosses to the extent that they result from any act or omission of Contractor or its affiliates or subsidiaries, costor their respective employees, damageagents, injuryrepresentatives, liabilitycontractors, and claims thereof Subcontractors, invitees or licensees, during the term hereof, including Losses for (a) personal injury to or death of a person, including employees of the Contractor or loss of any person or damage to property, arising directly including the property of any other person or indirectly entity, which may result from the Contractor’s performance Services or equipment of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors or invitees, (b) a breach of the terms of this AgreementAgreement or of any law, includingordinance or regulation, but not limited toor a failure by Contractor to obtain or maintain in effect any license, permit, approval, franchise or other governmental approval required by law, or (c) the Contractor’s use activities during the term hereof of facilities Contractor or equipment provided by its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors, invitees or equipment, on or around the TJPA Maintained Facilities or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except elsewhere. Notwithstanding anything in this Agreement to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreementcontrary, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity Contractor shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent have no obligation to defend and indemnify the TJPA from any claim which actually or potentially falls within Indemnified Entities for their sole negligence. The indemnification provided under this indemnification provision, even if the allegations are or may Section 16.1 shall not be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor limited by the TJPA and continues at all times thereafterwaiver of Consequential Damages set forth in Section 15.2.2. The Nothing in this Article 16 shall relieve ACTA or Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance liability for breach of this Agreement. [ORFurther, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor nothing in this Article 16 shall assume the defense of, indemnify and save harmless the TJPA, be construed to relieve any insurer of its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury obligation to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to pay claims consistent with the provisions set forth hereinof a valid insurance policy.

General Indemnity. [If Genuity and Xxxx Atlantic shall each indemnify, defend ----------------- and hold the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA other party and its officersaffiliates, and their respective agents, representatives, employees, directors, agents officers and employees fromassigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and if requested shall defend them against, attorneys' fees on account thereof or in connection with any and all loss, cost, damage, injury, liability, and claims thereof for injury to investigation or death of a person, including employees preparation related thereto or the enforcement of the Contractor or loss indemnification provisions of this Agreement) that may be made as a result of claims made: (i) by anyone for bodily injuries (including death) to persons or damage to property, arising directly or indirectly theft of tangible or intangible property resulting from the Contractor’s indemnifying party's or its agents' intentional and willful misconduct or negligent acts or omissions or those of persons furnished by such party while performing work hereunder pursuant to this Agreement or in connection with materials furnished by such party pursuant to this Agreement excluding any claims based on lost data or information unless such claims are based on intentional and willful misconduct; (ii) by persons furnished by the indemnifying party or any contractors based on employment contract, or federal, state or local laws prohibiting discrimination in employment; (iii) by persons furnished by the indemnifying party or any contractors under worker's compensation or similar acts; or (iv) resulting from or in connection with the indemnifying party's or its agents' breach of any applicable law, statute, order, decree, or regulation in performance of its obligations hereunder. In addition, Xxxx Atlantic shall indemnify, defend and hold harmless Genuity and its affiliates, and their respective agents, representatives, employees, directors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this Agreement, including, but not limited to, the Contractor’s indemnification provision) that may be made by any third party for claims arising from Xxxx Atlantic or Xxxx Atlantic's End Users' use of facilities the Genuity Services and that are not (i) otherwise subject to indemnification under this Agreement or equipment provided a Service Schedule, or (ii) proximately caused by the TJPA negligent acts or others, regardless of the negligence of, and regardless of whether liability without fault is imposed omissions or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or other willful misconduct of the TJPA and is not contributed to by any act ofGenuity or its affiliates, or by any omission to perform some duty imposed by law their respective agents, representatives, employees, directors officers or agreement on the Contractor, its subcontractors or either’s agent or employeeassigns. The foregoing indemnity indemnified party shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition provide written notice to the Contractor’s obligation to indemnify other party of any written claims or demands against it for which the TJPA, the Contractor specifically acknowledges other party is responsible hereunder and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may shall be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneysentitled, at no cost its option, to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from or settlement of any such claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.

General Indemnity. [If The Company (the Contractor is NOT a design professional “Indemnifying Party”) shall (an architectto the fullest extent permitted by applicable laws) indemnify, a landscape architect or an engineer)] The Contractor shall indemnify defend and save hold harmless the TJPA and its Investor, officers, directors, agents and employees from, (each an “Indemnified Party”) from and if requested shall defend them against, against any and all losslosses, costdamages, damageliabilities, injuryclaims, liabilityproceedings, Taxes, costs and claims thereof for injury to expenses actually suffered or death incurred by any such Indemnified Party (including the fees, disbursements and other charges of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided counsel reasonably incurred by the TJPA Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or othersbetween the Indemnified Party and any third party, regardless in connection with any breach as set forth below) resulting from or arising out of any breach by the negligence of, and regardless Indemnifying Party of whether any Company Warranty or any other covenant or agreement in this Agreement or any other Transaction Document or resulting from or arising out of any claims against the Company or any other Group Member relating to any Tax liability without fault is imposed that arose on or sought prior to be imposed on the TJPACompletion Date, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is Loss resulting from the result of the active gross negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employeeIndemnified Party. The foregoing amount of any payment to any such Indemnified Party shall be sufficient to make such Indemnified Party whole for any diminution in value of the Equity Securities held by it resulting from such breach. Any indemnity referred to in this Section 10 for breach of a Company Warranty shall include, without limitation, reasonable fees be such as to place the Indemnified Party in the same position as it would have been in had there not been any breach of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against Company Warranties under which the TJPAIndemnified Party is to be indemnified. In addition to connection with the Contractor’s indemnification obligation to indemnify of the TJPAIndemnifying Party as set forth above, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provisionIndemnifying Party shall, even if the allegations upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such expenses as they are or may be groundless, false or fraudulent, which obligation arises at the time incurred by such claim is tendered to the Contractor by the TJPA and continues at all times thereafterIndemnified Party. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval aggregate liability of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for Indemnifying Party under this Section 10.1 in respect of any infringement breach of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services Company Warranty shall not exceed an amount equal to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinUS$50,000,000.

General Indemnity. [If the Contractor is NOT a design professional Each party (an architect"Indemnitor") agrees to indemnify, a landscape architect pay, and hold the other parties hereto, and the officers, directors, employees, agents, and affiliates of such other parties (collectively, the "Indemnities"), harmless from and against any and all Losses (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or arising or resulting, directly or indirectly, out of the services provided by the Indemnitee to the Indemnitor pursuant to this Agreement; provided that the Indemnitor shall have no obligation to an engineer)] The Contractor shall indemnify Indemnitee hereunder with respect to Losses arising from the willful misconduct of such Indemnitee. In addition, the Consultant agrees to indemnify, pay and save harmless the TJPA hold Newco, and its officers, directors, employees, agents and employees fromaffiliates, harmless from and if requested shall defend them against, against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury Losses (including, without limitation, injury the reasonable fees and disbursements of counsel for any of such Indemnitees) in any manner relative to or death arising or resulting, directly or indirectly out of an employee Newco Activities connected with the business of the Contractor Consultant (including the use or its subconsultants) and liabilities operation of every kindthe Facilities by the Consultant or Newco pursuant hereto, nature and description (includingany modification, without limitationclosing, incidental and consequential damages, court costs, attorney’s fees and costs retrofitting or use of investigation), that arise directly or indirectly, in whole or in part, the Facilities resulting from (1) the services under this AgreementNewco Activities, or any part change in the Consultant's business resulting from Newco Activities hereunder), provided that the Consultant shall have no obligation to Newco hereunder with respect to Losses arising from the willful misconduct of such servicesNewco. To the extent that the undertaking to indemnify, pay, and (2) hold harmless set forth in this section may be unenforceable because it violates any negligentlaw or public policy, reckless, or willful act or omission of Indemnitor shall contribute the Contractor and subconsultant maximum portion that it is permitted to pay under applicable law to the Contractor, anyone directly payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or indirectly employed by any of them, or anyone that they control (collectively, “Liabilities”), subject to the . The provisions set forth hereinof Section 9 and 10 and this Section 11 shall survive termination of this Agreement.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation payment of expenses pursuant to indemnify Section 11.3, whether or not the TJPAtransactions contemplated hereby shall be consummated, the Contractor specifically acknowledges and Borrower hereby agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provisionindemnify, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify pay and hold the TJPA Indemnitees harmless from all loss and liability, including attorneys’ fees, court costs against any and all other litigation liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims disbursements of any person kind or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury nature whatsoever (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s reasonable fees and costs disbursements of investigationcounsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that arise directly may be imposed on, incurred by or indirectlyasserted against the Indemnitees, in whole any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in partconnection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Banks to issue the Letters of Credit hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 11.5 shall survive satisfaction and payment of Borrower's Obligations and the termination of this Agreement. No provision contained in this Section 11.5 shall affect any rights the Borrower may have against any Bank which defaults under this Agreement or is intended to indemnify any such Agent or Bank which defaults under this Agreement (1) the services but only such Agent or Bank that defaults under this Agreement, or ) for any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinIndemnified Liabilities arising from such defaulting Bank's action.

General Indemnity. [If the Contractor is NOT a design professional (an architectWithout limiting any other rights which any such Person may have hereunder or under Applicable Law, a landscape architect or an engineer)] The Contractor shall but subject to Sections 7.1(b) and 8.6, each Originator, jointly and severally, hereby agrees to indemnify and save hold harmless the TJPA Buyer, Buyer’s Affiliates and its all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all assigns, officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), from and employees from, and if requested shall defend them against, against any and all lossclaims, costlosses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document, damageany of the transactions contemplated thereby, injuryor the ownership, liability, and claims thereof for injury maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets or otherwise arising out of or relating to or death in connection with the actions or inactions of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except any Outfront Party; excluding however (a) Originator Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is Originator Indemnified Amounts resulted solely from the result of the active gross negligence or willful misconduct by the Originator Indemnified Party seeking indemnification or any material breach of the TJPA obligations of the Originator Indemnified Party under the Transaction Documents, (b) Taxes (other than Taxes that represent losses, claims, damages etc. arising from any non-Tax claim) and is not contributed (c) Originator Indemnified Amounts constituting recourse with respect to a Receivable or the Related Asset by any act ofreason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, each Originator, jointly and severally, shall pay on demand to each Originator Indemnified Party any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation all amounts necessary to indemnify the TJPA, the Contractor specifically acknowledges Originator Indemnified Party from and agrees that it has an immediate against any and independent obligation all Originator Indemnified Amounts relating to defend the TJPA or resulting from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPAfollowing (but excluding Originator Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above (other than the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons Taxes specifically enumerated in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional clauses (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultantsxvi) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigationxviii) below), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.):

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any third party Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other Loan Documents or the issuance of any Letter of Credit, the performance by Agent or Lenders or Letter of Credit Issuer of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents or in connection with the issuance of any Letter of Credit, or as a result of any Borrower’s failure to observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless the TJPA and its officersfrom all Claims of any Person arising out of, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury related to or death of a person, including employees with respect to any transactions entered into pursuant to this Agreement or Agent’s Lien upon the Collateral. Without limiting the generality of the Contractor foregoing, this indemnity shall extend to any Claims asserted against or loss incurred by any of the Indemnitees by any Person under any Environmental Laws or damage similar laws by reason of any Borrower’s or any other Person’s failure to propertycomply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, arising directly if any Taxes (excluding any Excluded Tax) shall be payable by Agent or indirectly from any Obligor on account of the Contractor’s performance execution or delivery of this Agreement, includingor the execution, but not limited todelivery, the Contractor’s use issuance or recording of facilities or equipment provided by the TJPA or others, regardless any of the negligence other Loan Documents or the issuance of any Letter of Credit, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent, Letter of Credit Issuer and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and regardless will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Claims incurred by any of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, Indemnitees as a direct and except where such loss, damage, injury, liability or claim is the proximate result of the active their own gross negligence or willful misconduct or that arise out of any disputes arising solely out of the TJPA relationship between Agent and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinLender.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to any liability of the Contractor’s obligation Borrower to the Lenders under any other provision hereof, the Borrower will and does hereby indemnify the TJPAAgent, the Contractor specifically acknowledges Lenders and agrees that it has an immediate and independent obligation to defend each director, officer, shareholder or agent thereof (collectively, the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA“Indemnified Party”) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA Indemnified Party harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for against any infringement Claims incurred by the same as a result of or in connection with: (a) any cost or expense reasonably incurred by reason of the patent rights, copyright, trade secret liquidation or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, re-deployment in whole or in partpart of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Advance as a result of the Borrower's failure to complete a Drawdown or to make any payment, from repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (1b) subject to permitted or deemed Rollovers and Conversions, the Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its Maturity Date; (c) the services Borrower's failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (d) the prepayment of any outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (e) the Borrower's repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower or any other Harvest Party to make any other payment due hereunder or under any of the other Documents; (h) any inaccuracy of any Borrower's or any other Harvest Party's representations and warranties contained in any Document; (i) any failure of any Borrower or any other Harvest Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 22.5 will not apply to any Claims that arise by reason of the gross negligence or wilful misconduct of the Indemnified Party as determined in the final non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 22.5 shall survive repayment of the Obligations and termination of this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor Borrower shall indemnify the Lenders and save the Agent and hold them harmless from any liability, loss or damage resulting from the TJPA violation by the Company of Section 2.3. In addition, the Borrower shall indemnify each Lender, the Agent, each of the Lenders' or the Agent's directors, officers and its employees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of such directors, officers, directors, agents employees and employees from, control Persons is referred to as an "INDEMNIFIED PARTY") and if requested shall defend hold each of them against, harmless from and against any and all lossclaims, costdamages, damage, injury, liability, liabilities and claims thereof for injury to reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or death preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of a person, including employees any subpoena or other process issued against it in any proceeding involving any of the Contractor Obligors or loss their Affiliates, (b) any litigation or investigation involving the Obligors or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of or damage any security rights with respect to propertythe Credit Security in accordance with the Credit Documents, arising directly or indirectly from the Contractor’s performance of (d) this Agreement, including, but not limited to, any other Credit Document or any transaction contemplated hereby or thereby or (e) the Contractor’s use of facilities or equipment provided by proposed use of proceeds from this Credit Agreement; PROVIDED, HOWEVER, that the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought foregoing indemnity shall not apply to be imposed on the TJPA, except (i) to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to loss resulted from the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active gross negligence or willful misconduct of the TJPA Indemnified Party; or (ii) to litigation commenced by the Borrower or any Obligor against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrower or such Obligor hereunder or under any other Credit Document and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition determined adversely to the Contractor’s obligation to indemnify Lenders or the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually Agent in a final nonappealable judgment or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against extent such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneysclaims, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees liabilities and costs of investigation), that arise directly expenses result from a Lender's or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, Agent's gross negligence or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinmisconduct.

General Indemnity. [If (1) Subject to Section 1.01(2), the Contractor is NOT Companies will severally, in respect of liability related to acting as a design professional director or officer of each such Company, and jointly and severally, with respect to a Company and its direct or indirect subsidiaries in respect of liability related to acting as a director or officer of a direct or indirect subsidiary (an architectindividually, a landscape architect or an engineer)] The Contractor shall indemnify “Subsidiary” and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited tocollectively, the Contractor’s use “Subsidiaries”) of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense ofCompany, indemnify and save harmless the TJPAIndemnitee from and against all losses, its memberscosts, directorscharges, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costsexpenses, attorney’s awards, settlements, liabilities, fines, penalties, demands and causes of action of whatever kind including all legal fees and costs on a solicitor and client basis and other reasonable professional fees (collectively, the “Claims”) to the full extent permitted by law regardless of investigation)when they arose and howsoever arising, that arise directly the Indemnitee sustains, incurs or indirectlymay be subject to and which the Indemnitee would not have sustained, incurred or be subjected to if the Indemnitee had not accepted the Companies’ request to act as a director or officer of the Companies. In the event that, for any reason whatsoever, the Companies do not fully and completely indemnify the Indemnitee in whole or in part, from (1) accordance with the services under terms of this Agreement, including without limitation the provisions of this Section 1.01, 1.05 or any part 1.06, within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall itself indemnify the Indemnitee to the extent the Indemnitee has not been fully indemnified by the Companies. In such servicesevent, and (2) any negligent, reckless, or willful act or omission the Indemnitor shall become subrogated to the rights of the Contractor and subconsultant Indemnitee with respect to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject right to be compensated with respect to the provisions set forth hereinobligations of the Companies pursuant to this Indemnity.

General Indemnity. [If In addition to the Contractor is NOT a design professional (an architectpayment of expenses pursuant to Section 8.03, a landscape architect whether or an engineer)] The Contractor not the transactions contemplated hereby shall indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and save harmless hold the TJPA Agent and its each Lender and any holder(s) of the Notes, and the officers, directors, employees, agents and employees fromaffiliates of the Agent and each Lender and such holder(s) (collectively, the “Indemnitees”) harmless from and if requested shall defend them against, against any and all lossother liabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, and claims thereof for injury to or death of a personactions, including employees of the Contractor or loss of or damage to propertyjudgments, arising directly or indirectly from the Contractor’s performance of this Agreementsuits, includingclaims, but not limited todisbursements, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person kind or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury nature whatsoever (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s reasonable fees and costs disbursements of investigationcounsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that arise directly may be imposed on, incurred by or indirectlyasserted against the Indemnitees, in whole any manner relating to or arising out of this Agreement, any of the other Transaction Documents, any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in partconnection herewith or therewith or any commitment letter delivered by the Agent or any Lender to Borrower, from (1) the services agreement of the Lenders to make the Loans under this Agreement, the agreement of U.S. Bank to issue Letters of Credit under this Agreement or any part of such services, and (2) any negligent, reckless, the use or willful act or omission intended use of the Contractor and subconsultant to the Contractor, anyone directly proceeds of any Loan or indirectly employed by them, or anyone that they control Letter of Credit under this Agreement (collectively, the “Liabilitiesindemnified liabilities”); provided that (a) Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, subject nonappealable order and (b) Borrower shall have no obligation to indemnify the Agent or any Lender with respect to disputes between the Agent and any one or more of the Lenders or with respect to disputes among one or more of the Lenders or of any Lender in connection with a Lender Default by such Lender. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set forth hereinout in this Section 8.05 shall survive satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

General Indemnity. [If The Lessee, whether or not any of the Contractor is NOT a design professional (an architecttransactions contemplated hereby shall be consummated, a landscape architect or an engineer)] The Contractor shall hereby assumes liability for and agrees to defend, indemnify and save hold harmless the TJPA each Indemnified Person on an After Tax Basis from and its officersagainst any Claims which may be imposed on, directors, agents and employees from, and if requested shall defend them against, incurred by or asserted against an Indemnified Person in any and all loss, cost, damage, injury, liability, and claims thereof for injury way relating to or death arising or alleged to arise out of a person(a) the financing, including employees refinancing, purchase, acceptance, rejection, ownership, design, construction, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of the Contractor Properties or any part thereof; (b) any latent or other defects in any Property whether or not discoverable by an Indemnified Person or the Lessee; (c) any violation of Environmental Laws, Environmental Claims or other loss of or damage relating to propertythe Properties; (d) the Operative Agreements, arising directly or indirectly from any transaction contemplated thereby; (e) any breach by the Contractor’s performance Lessee of this Agreementany of its representations or warranties under the Operative Agree- PARTICIPATION AGREEMENT ments or failure by the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; and (f) personal injury, includingdeath or property damage relating to any Property, including Claims based on strict liability in tort; but not limited toin any event excluding (x) Claims to the extent such Claims arise solely out of events occurring after the expiration of the Term (and any hold over period pursuant to Section 22 of the Lease) and after the Lessee's discharge of all obligations under the Lease or (y) any Taxes including any Claim (or any portion of a Claim) made upon an Indemnified Person by a third party that at its origin is based upon a Tax (other than amounts necessary to make any payments hereunder on an After Tax Basis, where the Lessee is otherwise specifically required to make such payments on an After Tax Basis). The Lessee shall be entitled to control, and shall assume full responsibility for the defense of, any Claim; provided, however, that any or all of the Owner Trustee, the Contractor’s use of facilities or equipment provided by Trust Company, the TJPA or othersAdministrative Agent and the Investors named in such Claim, regardless may each retain separate counsel at the expense of the negligence of, Lessee in the event of and regardless to the extent of whether liability without fault is imposed or sought a material conflict. The Lessee and each Indemnified Person agree to give each other prompt written notice of any Claim hereby indemnified against but the giving of any such notice by an Indemnified Person shall not be imposed on a condition to the TJPALessee's obligations under this Section 12.1, except to the extent that failure to give such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive notice materially prejudices the Lessee's rights hereunder. After an Indemnified Person has been fully indemnified for a Claim pursuant to the date of this AgreementSection 12.1, and except where so long as no Event of Default under the Lease shall have occurred and be continuing, the Lessee shall be subrogated to any right of such loss, damage, injury, liability or claim is the result Indemnified Person with respect to such Claim. None of the active negligence or willful misconduct Indemnified Persons shall settle a Claim without the consent of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulentLessee, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor consent shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret not be unreasonably withheld or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereindelayed.

General Indemnity. [If Whether or not any of the Contractor is NOT a design professional (an architecttransactions contemplated hereby shall be consummated, a landscape architect or an engineer)] The Contractor shall the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and save hold harmless each Indemnified Person on an After Tax Basis from and against any Claims, which may be imposed on, incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the TJPA and its officersnegligence of an Indemnified Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, directorsas determined by a court of competent jurisdiction, agents and employees from, and if requested shall defend them against, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in any and all loss, cost, damage, injury, liability, and claims thereof for injury way relating to or death arising or alleged to arise out of a personthe execution, delivery, performance or enforcement of this Agreement, the Lease or any other Operative Agreement or on or with respect to any Property or any component thereof, including employees without limitation Claims in any way relating to or arising or alleged to arise out of (a) the Contractor financing, refinancing, purchase, acceptance, rejection, ownership, design, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of any Property or any part thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defects in any Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to propertyany Property or the environment relating to the Property, arising directly the Lease, or indirectly from the Contractor’s performance Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of this any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any other Operative Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless in respect of the negligence ofapplication of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; and regardless of whether liability without fault is imposed (h) any fees, expenses and/or other assessments by any business park or sought any other applicable entity with oversight responsibility for the applicable Property; provided, however, this Section 11.1 shall not be applicable to be imposed on the TJPA, Claims arising from Taxes (except to the extent that any payment hereunder is required to be made on an After Tax Basis) and Indemnified Persons acknowledge that the Indemnified Provider's obligations for Taxes is set forth in Section 11.2. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such indemnity is void or otherwise unenforceable under applicable law Indemnified Person (including without limitation a written notice of such proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in effect on or validly retroactive writing and shall not take action with respect to such Claim without the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result consent of the active negligence or willful misconduct Indemnity Provider for thirty (30) days after the receipt of such notice by the TJPA and is not contributed to by Indemnity Provider; provided, however, that in the case of any act ofsuch Claim, or by any omission to perform some duty imposed if action shall be required by law or agreement regulation to be taken prior to the end of such period of thirty (30) days, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes in all respects the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the Contractorname of such Indemnified Person, its subcontractors the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, delayed or either’s agent or employee. The foregoing indemnity shall includeconditioned; provided, without limitationhowever, reasonable fees that any Indemnified Person may retain separate counsel at the expense of attorneys, consultants and experts and related costs the Indemnity Provider in the event of a conflict of interest between such Indemnified Person and the TJPA’s costs of investigating any claims against Indemnity Provider)) by, in the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval sole discretion of the TJPA) Person conducting and controlling the TJPA shall cooperate with the Contractor and its attorneys, at no cost response to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from such Claim (1) resisting payment thereof, (2) not paying the services same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if (i) such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim and (ii) such settlement would not adversely affect the rights or increase the obligations of the Indemnity Provider. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to take any action and the Indemnity Provider shall not be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this AgreementSection 11.1) exceeds $25,000 (or such lesser amount as may be subsequently agreed between the Indemnity Provider and the Indemnified Person), (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (D) if such Claim shall involve the payment of any amount prior to the resolution of such servicesClaim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person) prior to the date such payment is due, (E) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail) and (2F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any negligentClaim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 11.1, recklessunless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnity Provider and reasonably acceptable to the Indemnified Person stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest. In no event shall the Indemnity Provider be permitted to adjust or settle any Claim without the consent of the Indemnified Person to the extent any such adjustment or settlement involves, or willful act is reasonably likely to involve, an adverse admission by or omission of the Contractor and subconsultant with respect to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinIndemnified Person.

General Indemnity. [If the Contractor is NOT a design professional (an architectSubject to Section 9.1, a landscape architect or an engineer)] The Contractor shall indemnify SPEED and save Ronaxx, jointly and severally, agree to indemnify, defend and hold harmless the TJPA KDTI-NY and its KDTI, and their respective officers, directors, agents employees and employees fromagents, and if requested shall defend them againstany of their successors and assigns (collectively, "KDTI Indemnified Parties") from and against any and all losslosses, costliabilities, damagedamages, injurydeficiencies, liabilitydemands, and claims thereof for injury to claims, actions, judgments or death causes of a personaction, including employees of the Contractor assessments, costs or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to interest, penalties and reasonable attorneys' fees and disbursements) ("Claims"), whether such Claims are incurred in KDTI-NY's or death KDTI's disputes with SPEED or Ronaxx xx involving third-party claims against KDTI-NY or KDTI, based upon, arising out of an employee or otherwise in 64 72 respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of SPEED or Ronaxx xxxtained in this Agreement or any of the Contractor Other Documents, (ii) any Excluded Liability or its subconsultants(iii) any Claim based upon the operation of the SPEED Business prior to the Closing Date. In addition, Ronaxx xxxll indemnify and liabilities hold harmless KDTI, each director of every kindKDTI, nature each officer of KDTI who shall sign the Registration Statement and description (includingany Person who controls KDTI within the meaning of the Securities Act, without limitationagainst any and all Claims to which any of the foregoing Persons may become subject under the Securities Act or otherwise, incidental and consequential damagesinsofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in, court costsor omission or alleged omission of a material fact from, attorney’s fees and costs of investigation)the Registration Statement, that arise directly any preliminary prospectus or indirectly, in whole or in part, from (1) the services under this Agreementfinal prospectus contained therein, or any part of such services, and (2) any negligent, recklessamendment or supplement thereto, or willful act any document incident to the registration or omission qualification of the Contractor Shares in reliance upon and subconsultant in conformity with written information furnished to KDTI by Ronaxx xxxely for use in the Contractor, anyone directly or indirectly employed by them, or anyone that they control preparation thereof (collectively, “Liabilities”"SPEED Securities Claims"), subject to the provisions set forth herein.

General Indemnity. [If Whether or not any of the Contractor is NOT a design professional (an architecttransactions ----------------- contemplated hereby shall be consummated, a landscape architect or an engineer)] The Contractor shall the Lessee hereby agrees to assume, and does hereby assume, liability for, and does hereby indemnify and agree to protect, defend, save and keep harmless the TJPA each Indemnitee and its officerstheir respective successors, assigns, directors, agents officers, agents, representatives and employees fromservants, from and if requested shall defend them against, any and all lossliabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, claims, actions, suits, costs, expenses and claims thereof for injury disbursements (including reasonable legal fees and expenses and costs and expenses relating to or death amendments, supplements, adjustments, waivers, consents and refinancings) of a personany kind and nature whatsoever (other than any Taxes), including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to which may be imposed on on, incurred by or asserted against any Indemnitee or its respective successors, assigns, directors, officers, agents, representatives or servants, by any person other than the TJPA, except Lessee (but including the Lessee to the extent that such indemnity is void cost or otherwise unenforceable under applicable law expense arises from an unsuccessful assertion of a claim by the Lessee), in effect on any way relating to or validly retroactive to the date arising out of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPAPurchase Agreement, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend Purchase Agreement Assignment, the TJPA from Bills of Sale, the Lease, the Lease Supplement, the Indenture, the Original Loan Certificate, the Interim Refinancing Loan Certificate, the Certificates, the Pass Through Certificates, the Pass Through Agreement, the Series Supplements, the Trust Agreement or any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret Original Document or any other proprietary right documents entered into in connection herewith or trademark, and all other intellectual property claims therewith or any transactions contemplated hereby or thereby or the enforcement of any person or persons in consequence of the use by the TJPAterms of any hereof or thereof, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury amounts referred to or death in clause "first" of an employee Section 5.02, and clauses "first" through "third" of Section 5.03, of the Contractor Indenture, or its subconsultants) and liabilities in any way relating to the Aircraft, the Airframe, any Engine or any Part whether or not arising out of every kindthe manufacture, nature and description design, purchase, acceptance, non-acceptance or rejection, ownership, registration, reregistration, financing, refinancing, delivery, non- delivery, lease, sublease, assignment, possession, use, operation, maintenance, testing, condition, repair, overhaul, storage, airworthiness, replacement, sale (includingincluding all costs incurred in making the Aircraft, without limitationthe Airframe, incidental and consequential damages, court costs, attorney’s fees and costs or the Engines ready for sale after the exercise of investigationremedies under she Lease and/ or the Indenture), that arise directly return or indirectly, in whole or in part, from (1) other disposition of the services under this Agreement, Aircraft or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant thereof prior to the Contractor, anyone directly expiration or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.earlier termination of

General Indemnity. [If (a) Indemnification by the Contractor is NOT Company. The Company will indemnify and hold ------------------------------ harmless the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a design professional material fact contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (an architectincluding any Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought material fact required to be imposed on stated therein or necessary to make the TJPAstatements therein not misleading, except provided -------- that the Company shall not be liable under this Section 8.1(a) to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date a court of this Agreement, and except where competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, injury, liability or claim is action resulted directly from any such acts or failures to act, undertaken or omitted to be taken by the result Purchaser or such person through its bad faith or willful misconduct; provided, however, that the foregoing indemnity shall not apply to -------- any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, -------- that with respect to the Prospectus, the foregoing indemnity shall not inure to the benefit of the active negligence Purchaser or willful misconduct any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the TJPA Prospectus were timely delivered to the Purchaser pursuant hereto and is a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not contributed sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any act legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or by is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any omission to perform some duty imposed by law Registration Statement, Prospectus or agreement on the Contractor, its subcontractors Prospectus Supplement or either’s agent any amendment or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition supplement to the Contractor’s obligation to indemnify thereto in reliance upon, and in conformity with, written information furnished by the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered Purchaser to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses Company for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied inclusion in the performance of this Agreement. [ORRegistration Statement, if the Contractor is a design professional (an architect, a landscape architect, Prospectus or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinProspectus Supplement.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to any liability of the Contractor’s obligation Borrower to the Lenders under any other provision hereof, the Borrower will and does hereby indemnify the TJPAAgent, the Contractor specifically acknowledges Lenders and agrees that it has an immediate and independent obligation to defend each director, officer, shareholder or agent thereof (collectively, the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA"Indemnified Party") and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA Indemnified Party harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for against any infringement Claims incurred by the same as a result of or in connection with: (a) any cost or expense reasonably incurred by reason of the patent rights, copyright, trade secret liquidation or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, re-deployment in whole or in partpart of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Advance as a result of the Borrower's failure to complete a Drawdown or to make any payment, from repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (1b) subject to permitted or deemed Rollovers and Conversions, the Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its Maturity Date; (c) the services under this AgreementBorrower's failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (d) the prepayment of any outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (e) the Borrower's repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower or any part other Harvest Party to make any other payment due hereunder or under any of such services, and the other Documents; (2h) any negligent, reckless, inaccuracy of any Borrower's or willful act any other Harvest Party's representations and warranties contained in any Document; (i) any failure of any Borrower or omission any other Harvest Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 22.5 will not apply to any Claims that arise by reason of the Contractor gross negligence or wilful misconduct of the Indemnified Party. The provisions of this Section 22.5 shall survive repayment of the Obligations and subconsultant to termination of the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinCredit Facility.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to any liability of the Contractor’s obligation Borrower to the Lenders under any other provision hereof, the Borrower will and does hereby indemnify the TJPAAgent, the Contractor specifically acknowledges Lenders and agrees that it has an immediate and independent obligation to defend each director, officer, shareholder or agent thereof (collectively, the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA"Indemnified Party") and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA Indemnified Party harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for against any infringement Claims incurred by the same as a result of or in connection with: (a) any cost or expense reasonably incurred by reason of the patent rights, copyright, trade secret liquidation or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, re- deployment in whole or in partpart of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Advance as a result of the Borrower's failure to complete a Drawdown or to make any payment, from repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (1b) subject to permitted or deemed Rollovers and Conversions, the Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its Maturity Date; (c) the services under this AgreementBorrower's failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (d) the prepayment of any outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (e) the Borrower's repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower or any part other Harvest Party to make any other payment due hereunder or under any of such services, and the other Documents; (2h) any negligent, reckless, inaccuracy of any Borrower's or willful act any other Harvest Party's representations and warranties contained in any Document; (i) any failure of any Borrower or omission any other Harvest Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 21.5 will not apply to any Claims that arise by reason of the Contractor gross negligence or wilful misconduct of the Indemnified Party. The provisions of this Section 21.5 shall survive repayment of the Obligations and subconsultant to termination of the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinCredit Facility.

General Indemnity. [If In addition to the Contractor is NOT a design professional (an architectpayment of expenses pursuant to Section 12.12, a landscape architect whether or an engineer)] The Contractor not the transactions contemplated hereby shall indemnify be consummated, Borrower agrees to indemnify, pay and save harmless the TJPA hold Lender and its successors and assigns and the officers, directors, agents and employees fromemployees, agents, and if requested shall defend them againstaffiliates of Lender and its successors and assigns (collectively the “Indemnitees”), harmless from and against any and all lossother liabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, actions, judgments, suits, claims, costs, expenses and claims thereof disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for injury any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee in any manner relating to or death of a person, including employees arising out of the Contractor Loan Documents or loss any other agreements executed and delivered by Borrower, or any guarantor of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, Liabilities in connection herewith (including, but not limited to, the ContractorGuarantors), the statements contained in any commitment or proposal letter delivered by Lender, Lender’s agreement to make the Loans or the use or intended use of facilities or equipment provided by the TJPA or others, regardless proceeds of any of the negligence of, and regardless of whether liability without fault is imposed or sought Loans hereunder (collectively the “Indemnified Liabilities”); provided that Borrower shall have no obligation to be imposed on an Indemnitee hereunder with respect to Indemnified Liabilities arising from the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active gross negligence or willful misconduct of such Indemnitee. To the TJPA extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is not contributed to by violative of any act of, or by any omission to perform some duty imposed by law or agreement on public policy, Borrower shall contribute the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants maximum portion that it is permitted to pay and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition satisfy under applicable law to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges payment and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor satisfaction of all Indemnified Liabilities incurred by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, Indemnitees or any of its officers or agents, them. The provisions of articles or services to be supplied the undertakings and indemnification set out in this Section shall survive satisfaction and payment of the performance Liabilities and termination of this Loan Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth herein.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] a) The Contractor shall Company agrees to indemnify and save hold harmless the TJPA Purchaser and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a each person, including employees if any, who controls the Purchaser within the meaning of the Contractor Securities Act (Distributing Purchaser) against any losses, claims, damages or loss of liabilities, joint or damage to propertyseveral (which shall, arising directly or indirectly from the Contractor’s performance for all purposes of this Agreement, includinginclude, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Contractor’s use Distributing Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of facilities or equipment provided by are based upon any untrue statement or alleged untrue statement of any material fact contained in the TJPA Registration Statement, or othersany related preliminary prospectus, regardless the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the negligence ofcircumstances when made not misleading; provided, and regardless of whether liability without fault is imposed or sought to however, that the company will not be imposed on the TJPA, except liable in any such case to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where any such loss, damageclaim, injurydamage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission.or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information fumished to the Company by the Distributing Purchaser specifically for use in the preparation thereof This Section 5(a) shall not inure to the benefit of any Distributing Purchaser with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser fitiled to send or claim is give a copy ofthe Prospectus to such person at or prior to the result written confirmation to such person of the active negligence sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act or willful misconduct of the TJPA rules and is not contributed to by any act of, or by any omission to perform some duty imposed by law or regulations promulgated thereunder. This indemnity agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In will be in addition to any liability the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or Company may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinotherwise have.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury Company agrees to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, Purchaser (and its members, directors, officers, affiliates, agents, successors and employees (collectively “Indemnitees”)assigns) from and against any and all losses, from any claimliabilities, lossdeficiencies, damagecosts, injury damages and expenses (including, without limitation, injury to reasonable attorney's fees, charges and disbursements) incurred by the Purchaser as a result of any inaccuracy in or death of an employee breach of the Contractor representations, warranties or covenants made by the Company herein or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the prospectus therein, or (ii) the omission or alleged omission to state in the Registration Statement or the prospectus therein any material fact required to be stated herein or necessary to make the statements therein not misleading. The Purchaser agrees to indemnify and hold harmless the Company and its subconsultants) directors, officers, affiliates, agents, successors and liabilities of every kindassigns from and against any and all losses, nature liabilities, deficiencies, costs, damages and description expenses (including, without limitation, incidental reasonable attorneys fees, charges and consequential damagesdisbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, court costswarranties or covenants made by the Purchaser herein or based upon any untrue statement or alleged untrue statement of a material fact provided by the Purchaser for inclusion in the Registration Statement or the prospectus therein. Notwithstanding anything to the contrary herein, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services Purchaser shall be liable under this Agreement, or any part of Section 8.1 for only that amount as does not exceed the net proceeds to such services, and (2) any negligent, reckless, or willful act or omission Purchaser as a result of the Contractor and subconsultant sale of Shares pursuant to the Contractor, anyone directly or indirectly employed Registration Statement plus the fair market value of any Shares then held by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinPurchaser.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to any liability of the Contractor’s obligation Borrower to indemnify the TJPALenders under any other provision hereof, the Contractor specifically acknowledges Borrower will and agrees that it has an immediate does hereby indemnify each Indemnified Party and independent obligation to defend the TJPA from hold each Indemnified Party harmless against any claim which actually losses, claims, costs, damages or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims same as a result of or in connection with: (subject to the reasonable approval a) any cost or expense incurred by reason of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret liquidation or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, re-deployment in whole or in partpart of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, from repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (1b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the services under this AgreementBorrower’s failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any part applicable grace or notice periods; (d) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such services, Bankers’ Acceptance; (e) the Borrower’s repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of any Loan Party to make any other payment due hereunder or under any of the other Documents; (h) the inaccuracy of any Loan Party’s representations and warranties contained in any Document; (2i) any negligent, reckless, failure of any Loan Party to observe or willful act fulfil its covenants under any Document; (j) the occurrence of any other Default or omission Event of Default; or (k) any use of the Contractor and subconsultant proceeds of the Credit Facilities, including to pay the Contractorpurchase price of any acquisition; provided that this Section 18.5 will not apply to any losses, anyone directly claims, costs, damages or indirectly employed liabilities that arise by themreason of the gross negligence or wilful misconduct of the Indemnified Party claiming indemnity hereunder, or anyone that they control (collectivelyas determined by a final, “Liabilities”), subject to non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 18.5 shall survive repayment of the provisions set forth hereinObligations of the Borrower under the Documents.

General Indemnity. [If In addition to the Contractor is NOT a design professional (an architectpayments pursuant to Section 9.3, a landscape architect or an engineer)] The Contractor shall indemnify the Company agrees to indemnify, pay, and save harmless hold Boston Chicken and any holder of the TJPA Note, and its the officers, directors, agents and employees fromemployees, agents, and if requested shall defend them againstaffiliates of Boston Chicken and any such holder (collectively, the "Indemnitees"), harmless from and against any and all lossother liabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, actions, judgments, suits, claims, costs, expenses, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims disbursements of any person kind or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury nature whatsoever (including, without limitation, injury the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or death arising out of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, the Note, the Security Instruments and the exhibits or any part other agreements or document executed and delivered by the Company in connection therewith, the Company's operation of its business (including any damage to public or worker health and safety or the environment), Boston Chicken's agreement to make the Loan hereunder, or the use or intended use of the proceeds of the Loan (the "indemnified liabilities"); provided that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such servicesIndemnitee. To the extent that the undertaking to indemnify, pay, and (2) hold harmless set forth in the preceding sentence may be unenforceable because it violates any negligentlaw or public policy, reckless, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or willful act or omission any of them. The provisions of the Contractor undertakings and subconsultant to indemnification set out in this Section 9.11 shall survive satisfaction and payment of the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinCompany's obligations hereunder and termination of this Agreement.

General Indemnity. [If (a) Indemnification by the Contractor is NOT Company. The Company will indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all attorney’s fees) to which the Purchaser and each person, if any, who controls the Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a design professional material fact contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (an architectincluding the any prospectus supplement filed in connection with the transactions contemplated hereunder (the “Prospectus Supplement”) which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a landscape architect material fact required to be stated therein or an engineer)] necessary to make the statements therein not misleading. The Contractor shall indemnify Company will reimburse the Purchaser and save harmless each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by or the TJPA and its officerscontrolling person in investigating, directors, agents and employees from, and if requested shall defend them defending against, or preparing to defend against any and all such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, costclaim, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act expense arises out of, or by is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any omission to perform some duty imposed by law Prospectus or agreement on the Contractor, its subcontractors Prospectus Supplement or either’s agent any amendment or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition supplement to the Contractor’s obligation to indemnify Prospectus or Prospectus Supplement in reliance upon, and in conformity with, written information furnished by the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered Purchase to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses Company for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied inclusion in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, Prospectus or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinProspectus Supplement.

General Indemnity. [If In addition to the Contractor is NOT a design professional (an architectpayment of expenses pursuant to Section 8.03, a landscape architect whether or an engineer)] The Contractor not the transactions contemplated hereby shall indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and save harmless hold the TJPA Administrative Agent and its each Bank and any holders of the Notes, and the officers, directors, employees, agents and employees fromAffiliates of the Administrative Agent and each Bank and such holders (collectively, the “Indemnitees”) harmless from and if requested shall defend them against, against any and all lossother liabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, and claims thereof for injury to or death of a personactions, including employees of the Contractor or loss of or damage to propertyjudgments, arising directly or indirectly from the Contractor’s performance of this Agreementsuits, includingclaims, but not limited todisbursements, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person kind or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury nature whatsoever (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s reasonable fees and costs disbursements of investigationcounsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that arise directly may be imposed on, incurred by or indirectlyasserted against the Indemnitees, in whole any manner relating to or in part, from (1) the services under arising out of this Agreement, any of the other Transaction Documents or any part of such servicesother agreement, document or instrument executed and (2) delivered by Borrower in connection herewith or therewith, the statements contained in any negligentcommitment letters delivered by the Administrative Agent or any Bank, reckless, or willful act or omission the agreement of the Contractor and subconsultant Banks to make the Contractor, anyone directly Loans under this Agreement or indirectly employed by them, the use or anyone that they control intended use of the proceeds of any Loan under this Agreement (collectively, the “Indemnified Liabilities”); provided that (a) the Indemnitees shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the existence of any potential Indemnified Liabilities) notify Borrower in writing of the existence of any potential Indemnified Liabilities; (b) Borrower shall have the right to assume and thereafter conduct the defense of any Indemnified Liabilities with counsel of its choice reasonably satisfactory to the Indemnitees, provided that Borrower will not consent to the entry of any judgment or enter into any settlement with respect to any Indemnified Liabilities without the prior written consent of the Indemnitees (not to be unreasonably withheld) unless the judgment or proposed settlement fully releases such Indemnitees and involves only the payment of money damages that are covered in full by this indemnity and does not impose an injunction or other equitable relief upon any Indemnitee and is subject to confidentiality provisions acceptable to the provisions Indemnitees (which approval will not be unreasonably withheld by the Indemnitees); (c) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (d) Borrower shall have no obligation to indemnify the Administrative Agent or any Bank with respect to disputes between the Administrative Agent and any Bank or with respect to disputes among the Banks. To the extent that the undertaking to indemnify, pay and hold harmless set forth hereinin the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.04 shall survive satisfaction and payment of Borrower’s Obligations and the termination of this Agreement.

General Indemnity. [If (a) Indemnification by the Contractor is NOT Company. The Company will indemnify and hold ------------------------------ harmless the Purchaser, any broker-dealer named in the Registration Statement, as amended, (the "Broker-Dealer") and each person, if any, who controls the ------------- Purchaser or the Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the Purchaser, the Broker- Dealer and each such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a design professional material fact contained, or incorporated by reference, in the Registration Statement (an architectincluding any Prospectus or Prospectus supplement which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in the Registration Statement (including any Prospectus or Prospectus supplement which are a part of it), or any amendment or supplement to it, or any document incorporated by reference in the Registration Statement, a landscape architect material fact required to be stated therein or an engineer)] necessary to make the statements therein not misleading. The Contractor shall indemnify Company will reimburse the Purchaser, the Broker-Dealer and save harmless each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the TJPA and its officersPurchaser, directorsthe Broker-Dealer or such controlling person in investigating, agents and employees from, and if requested shall defend them defending against, or preparing to defend against any and all such claim, action, suit or proceeding, except that the Company will not be liable to the extent any loss, costclaim, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act expense arises out of, or by is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any omission to perform some duty imposed by law Prospectus or agreement on the Contractor, its subcontractors Prospectus supplement or either’s agent any 0amendment or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition supplement to the Contractor’s obligation to indemnify Prospectus or Prospectus supplement in reliance upon, and in conformity with, written information furnished by either the TJPA, Purchaser or the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered Broker-Dealer to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses Company for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied inclusion in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, Prospectus or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinProspectus supplement.

General Indemnity. [If In addition to the Contractor is NOT a design professional (an architectpayments pursuant to Section 9.3, a landscape architect or an engineer)] The Contractor shall indemnify DEVELOPER agrees to indemnify, pay, and save harmless hold the TJPA Company and its any holder of the Note, and the officers, directors, agents and employees fromemployees, agents, and if requested shall defend them againstAffiliates of the Company and any such holder (collectively, the "Indemnitees"), harmless from and against any and all lossother liabilities, costobligations, damagelosses, injurydamages, liabilitypenalties, actions, judgments, suits, claims, costs, expenses, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims disbursements of any person kind or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury nature whatsoever (including, without limitation, injury the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnity, in any manner relating to or death arising out of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, the Note, the Unit Pledge Agreement, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any part other agreements or document executed and delivered by DEVELOPER in connection therewith, DEVELOPER's use and operation of the Stores, including any damage to public or worker health and safety or the environment, the Company's agreement to make the Loan hereunder, or the use or intended use of the proceeds of the Loan (the "indemnified liabilities"); provided that DEVELOPER shall have no obligation to an Indemnity hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such servicesIndemnity. To the extent that the undertaking to indemnify, pay, and (2) hold harmless set forth in the preceding sentence may be unenforceable because it violates any negligentlaw or public policy, reckless, DEVELOPER shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or willful act or omission any of them. The provisions of the Contractor undertakings and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions indemnification set forth hereinout in this Section 9.11 shall survive satisfaction and payment of DEVELOPER's obligations hereunder and termination of this Agreement.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall Borrowers hereby jointly and severally agree to indemnify and save defend the Indemnitees against and to hold the Indemnitees harmless the TJPA from and its officers, directors, agents and employees from, and if requested shall defend them against, against any and all loss, cost, damage, injury, liability, and claims thereof for injury to Indemnified Claim that may be instituted or death of a person, including employees asserted against or incurred by any of the Contractor or loss Indemnitees and that either (i) arises out of or damage relates to propertythis Agreement or any of the other Term Loan Documents (including any transactions entered into pursuant to any of the Term Loan Documents, arising directly Lender’s Liens upon the Collateral, or indirectly the performance by Lender of Lender’s duties, if any, or the exercise of any of Lender’s rights or remedies under this Agreement or any of the other Term Loan Documents), or (ii) results from any Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the Contractorgenerality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of any Borrower’s performance or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, includingor the execution, but not limited todelivery, the Contractor’s use issuance or recording of facilities or equipment provided by the TJPA or others, regardless any of the negligence other Term Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment of) all such Taxes, including any interest and penalties thereon, and regardless of whether will indemnify and hold Indemnitees harmless from and against all liability without fault is imposed or sought in connection therewith. The foregoing indemnities shall not apply to be imposed on the TJPA, except Indemnified Claims to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, incurred by any Indemnitee as a direct and except where such loss, damage, injury, liability or claim is the proximate result of the active its own gross negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinmisconduct.

General Indemnity. [If The Pledgor agrees to hold the Contractor is NOT a design professional (an architectPurchaser, a landscape architect or an engineer)] The Contractor shall indemnify the Affected Parties and save harmless their Affiliates and the TJPA Purchaser’s, the Affected Parties’ and its their Affiliates’ officers, directors, agents shareholders, employees, agents, attorneys, Affiliates and employees fromadvisors (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and if requested shall defend them againstexpenses of any kind that may be imposed on, any and all lossincurred by or asserted against such Indemnified Party (collectively, cost, damage, injury, liability, and claims thereof for injury the “Indemnified Amounts”) relating to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance out of this AgreementAgreement or the Pledged Collateral, includingor the pledge thereof or the violation of Applicable Law, but not limited toor any amendment, the Contractor’s use of facilities supplement or equipment provided by the TJPA or others, regardless of the negligence modification of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPAany waiver or consent under or in respect of, except to the extent that such indemnity is void this Agreement or otherwise unenforceable under applicable law any transaction contemplated hereby, that, in effect on or validly retroactive to the date of this Agreementeach case, and except where such loss, damage, injury, liability or claim is the result of the active results from anything other than any Indemnified Party’s gross negligence or willful misconduct misconduct. Without limiting the generality of the TJPA foregoing, the Pledgor agrees to hold any Indemnified Party harmless from and is not contributed indemnify such Indemnified Party against all Indemnified Amounts with respect to by the Pledged Collateral relating to or arising out of any act violation or alleged violation of, noncompliance with or by liability under any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury rule or regulation (including, without limitation, injury Environmental Laws and securities laws) that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with the Pledged Collateral for any sum owing thereunder, the Pledgor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set–off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder arising out of a breach by the Pledgor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or death in favor of an employee of the Contractor such account debtor or obligor or its subconsultants) successors from the Pledgor. The Pledgor also agrees to reimburse an Indemnified Party as and liabilities when billed by such Indemnified Party for all such Indemnified Party’s costs, expenses and fees incurred in connection with the enforcement or the preservation of every kindsuch Indemnified Party’s rights under this Agreement and any transaction contemplated hereby or thereby, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s the reasonable fees and costs disbursements of its counsel. In the case of an investigation), that arise directly litigation or indirectlyother proceeding to which the indemnity in this Subsection 7.1(a) applies, in whole such indemnity shall be effective whether or in partnot such investigation, from (1) litigation or proceeding is brought by the services under this AgreementSeller, any of the Guarantors and/or the Pledgor or any part of such servicestheir officers, directors, shareholders, employees or creditors, an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and (2) whether or not any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereintransaction contemplated hereby is consummated.

General Indemnity. [If The Lessee hereby agrees, whether or not any of the Contractor is NOT a design professional (an architecttransactions contemplated hereby shall be consummated, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees fromto assume liability for, and if requested shall defend them againstdoes hereby agree to indemnify, protect, defend, save and keep harmless, on an after tax basis and at no after tax cost to the Indemnified Party, each Indemnified Party from and against any and all lossliabilities, costobligations, damagelosses, injurydamages, liabilityEnvironmental Claims, and penalties, claims thereof for injury to or death of a person, (including employees claims by any employee of the Contractor Lessee or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, Seller or any of its officers or agentstheir respective contractors), actions, suits and related costs, expenses and disbursements, including reasonable legal fees and expenses, of articles or services to be supplied in the performance whatsoever kind and nature (for purposes of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (Section 9 collectively “Indemnitees”called "Expenses"), from imposed on, asserted against or incurred by any claimIndemnified Party as a result of claims threatened or asserted against such Indemnified Party in any way relating to or arising out of (i) this Agreement and the other Operative Agreements, lossincluding the Notes and the offering or sale thereof, damage(ii) the construction, injury installation, ownership, delivery, lease, sublease, possession, use, operations or condition of the Leased Property under the Facility Lease (including, without limitation, injury to latent and other defects, whether or death of an employee not discoverable by the Indemnified Party or the Lessee, and any claim for patent, trademark or copyright infringement and any claim arising under the strict liability doctrine in tort), (iii) the sale or other disposition of the Contractor Leased Property under the Facility Lease or its subconsultantsany portion thereof pursuant to Section 8, 13, 15 or 19 of such Facility Lease, or (iv) without limitation of the foregoing and liabilities for the avoidance of every kinddoubt, nature and description (includingthe Jxxxx River Easement, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Jxxxx River Agreement, the Railway License and the County Road Documents, except only that the Lessee shall not be required to indemnify any Indemnified Party pursuant to this Section 9 for (A) any Taxes or any part of such servicesother impositions, and (2B) any negligentExpenses resulting from the willful misconduct, reckless, gross negligence or willful act breach of contract of such Indemnified Party. If any Indemnified Party shall have knowledge of any claim or omission liability hereby indemnified against it shall give prompt written notice thereof to the Lessee; provided, however, that the failure of such Indemnified Party to give such notice shall not relieve the Lessee of any of its obligations hereunder except to the extent the same causes the Lessee's indemnification obligations to exceed the obligations of the Contractor and subconsultant to Lessee had the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinLessee received such notice.

General Indemnity. [If 8.3.1 Subject to the Contractor is NOT a design professional (an architectterms and conditions of this Article, a landscape architect or an engineer)] The Contractor shall Seller hereby agrees to indemnify and save hold Company, Buyer and their respective Affiliates harmless the TJPA from and its officersagainst all damages and liabilities (including those resulting from or relating to demands, directorsclaims, agents and employees fromactions or causes of action, assessments, or other losses, costs, and if requested shall defend them againstexpenses relating thereto, any interest and all loss, cost, damage, injury, liabilitypenalties thereon, and claims thereof for injury reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty of Seller contained in or made pursuant to this Agreement or death of a personthe Seller Documents, including employees or (ii) the failure of the Contractor Seller duly to perform or loss observe any term, provision, covenant, or agreement to be performed or observed by them pursuant to this Agreement or the Seller Documents; provided, however, under no circumstances will Seller have any obligations hereunder for Company’s action or failure to act after the Closing. 8.3.2 Subject to the terms and conditions of this Article, Buyer hereby agrees to indemnify, defend, and hold Seller harmless from and against all damages to and liabilities (including those resulting from or relating to demands, claims, actions or causes of action, assessments, or other losses, costs, and expenses relating thereto, interest and penalties thereon, and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or damage resulting from (i) a breach of any representation or warranty of Buyer contained in or made pursuant to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including(ii) any failure of Buyer duly to perform or observe any term, but not limited toprovision, the Contractor’s use of facilities covenant or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought agreement to be imposed on the TJPA, except performed or observed by Buyer pursuant to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2iii) any negligent, reckless, liability of Seller related to any third-party consents or willful act approvals. 8.3.3 The parties hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement (other than a claim for fraud or omission for specific performance of the Contractor and subconsultant terms of this Agreement) shall be pursuant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the indemnification provisions set forth herein.in this Article. 8.3.4 The parties shall take all reasonable steps to mitigate all liabilities and damages upon and after becoming aware of any event that could reasonably be expected to give rise to such liabilities and damages. In no event shall any party be liable for consequential, incidental, exemplary, or punitive damages other than such damages awarded to a third party. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______

General Indemnity. [If The Lessee hereby agrees, whether or not ----------------- any of the Contractor is NOT a design professional (an architecttransactions contemplated hereby shall be consummated, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees fromto assume liability for, and if requested shall defend them againstdoes hereby agree to indemnify, protect, defend, save and keep harmless, on an after tax basis and at no after tax cost to the Indemnified Party, each Indemnified Party from and against any and all lossliabilities, costobligations, damagelosses, injurydamages, liabilityEnvironmental Claims, and penalties, claims thereof for injury to or death of a person, (including employees claims by any employee of the Contractor Lessee or loss of the ClO2 Lessee or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, Seller or any of its officers or agentstheir respective contractors), actions, suits and related costs, expenses and disbursements, including reasonable legal fees and expenses, of articles or services to be supplied in the performance whatsoever kind and nature (for purposes of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (Section 9 collectively “Indemnitees”called "Expenses"), from imposed on, asserted against or incurred by any claimIndemnified Party as a result of claims threatened or asserted against such Indemnified Party in any way relating to or arising out of (i) this Agreement and the other Operative Agreements, lossincluding the Notes and the offering or sale thereof and the ClO2 Operative Agreements, damage(ii) the construction, injury installation, ownership, delivery, lease, sublease, possession, use, operations or condition of the Leased Property and the ClO2 Leased Property under the Facility Lease and the ClO2 Lease (including, without limitation, injury to latent and other defects, whether or death of an employee not discoverable by the Indemnified Party or the Lessee, and any claim for patent, trademark or copyright infringement and any claim arising under the strict liability doctrine in tort) the ClO2 Facility or the ClO2 Site, (iii) the sale or other disposition of the Contractor Leased Property under the Facility Lease, the ClO2 Leased Property under the ClO2 Lease or its subconsultants) and liabilities any portion thereof pursuant to Section 8, 13, or 15 or 19 of every kindsuch Facility Lease, nature and description (includingSection 8, without limitation13, incidental and consequential damages, court costs, attorney’s fees and costs or 15 of investigation), that arise directly the ClO2 Lease or indirectly, in whole or in part, from (1) Section 14 of the services under this ClO2 Participation Agreement, or (iv) without limitation of the foregoing and for the avoidance of doubt, the James River Easement, the James River Agreement, the Railway License axx xxe County Road Documenxx, xxcept only that the Lessee shall not be required to indemnify any part of such servicesIndemnified Party pursuant to this Section 9 for (A) any Taxes or other impositions, and (2B) any negligentExpenses resulting from the willful misconduct, reckless, gross negligence or willful act breach of contract of such Indemnified Party. If any Indemnified Party shall have knowledge of any claim or omission liability hereby indemnified against it shall give prompt written notice thereof to the Lessee; provided, however, that the failure of such Indemnified Party to give such notice shall not relieve the Lessee of any of its obligations hereunder except to the extent the same causes the Lessee's indemnification obligations to exceed the obligations of the Contractor and subconsultant to Lessee had the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinLessee received such notice.

General Indemnity. [If the Contractor is NOT a design professional (an architectIn addition to Imperial PFC’s other Obligations under this Agreement, a landscape architect or an engineer)] The Contractor shall Imperial PFC agrees to defend, protect, indemnify and save hold harmless the TJPA Lexington and all of its respective officers, directors, agents and employees fromemployees, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees agents (collectively called the “Indemnitees”)) from and against any and all losses, from any claimdamages, lossliabilities, damageobligations, injury penalties, fees, reasonable costs and expenses (including, without limitation, injury reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or death from and after the Effective Date, whether direct, indirect or consequential, as a result of an employee or arising from or relating to or in connection with any of the Contractor or its subconsultants) and liabilities of every kind, nature and description following: (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1i) the services under negotiation, preparation, execution or performance or enforcement of this Agreement, any other applicable Settlement Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any matter relating to the transactions contemplated by this Agreement or the other Settlement Documents or by any document executed in connection with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the transactions contemplated by this Agreement or the other Settlement Documents, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any breach by Imperial PFC of any of its covenants or agreements or any part failure by Imperial PFC to perform any of such services, and its obligations set forth in this Agreement or in any of the Settlement Documents or (2v) any negligent, reckless, breach of any warranty or willful act the inaccuracy of any representation of Imperial PFC contained or omission of the Contractor and subconsultant referred to the Contractor, anyone directly or indirectly employed by them, or anyone that they control in this Agreement (collectively, the “LiabilitiesIndemnified Matters”); provided, subject however, that Imperial PFC shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the provisions set forth hereingross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. [If Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Contractor is NOT a design professional Borrower hereby agrees to indemnify each Lender and the Administrative Agent (an architecton their own behalf and on behalf of each of the Lenders’ and the Administrative Agent’s Affiliates and each of such entities’ respective successors, a landscape architect or an engineer)] The Contractor shall indemnify transferees, participants and save harmless the TJPA assigns and its all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and employees from, and if requested shall defend them against, against any and all lossdamages, costlosses, damageclaims, injury, liability, liabilities and claims thereof for injury to or death of a personrelated and reasonable costs and expenses actually incurred, including employees reasonable attorneys’ fees and disbursements actually incurred (all of the Contractor foregoing being collectively called “Indemnified Amounts”) awarded against or loss incurred by any of them arising out of or damage relating to propertyany Transaction Document or the transactions contemplated thereby, arising directly or indirectly from the Contractor’s performance acceptance and administration of this AgreementLoan Agreement by such Person, includingany commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), but not limited to, or the Contractor’s use of facilities or equipment provided proceeds therefrom by the TJPA or othersBorrower, regardless including (without limitation) in respect of the negligence offunding of any Advance or in respect of any Policy; excluding, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPAhowever, except (i) Indemnified Amounts to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive determined by a court of competent jurisdiction to the date of this Agreementhave resulted from gross negligence, and except where such loss, damage, injury, liability or claim is the result of the active negligence fraud or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims part of any person or persons Indemnified Party as determined by a court of competent jurisdiction in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional final non-appealable judgment (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (collectively “Indemnitees”i), from any claimAND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, lossINDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, damageSOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, injury (includingIT BEING THE INTENT OF THE PARTIES THAT, without limitationTO THE EXTENT PROVIDED IN THIS SECTION 11.1, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kindINDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, nature and description (includingSOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigationFRAUD OR WILLFUL MISCONDUCT), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2ii) any negligent, reckless, Tax upon or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed measured by them, or anyone that they control net income (collectively, “Liabilities”except those described in Section 6.1(a)) on any Indemnified Party; including (without limitation), subject to the provisions set forth herein.however, Indemnified Amounts resulting from or relating to:

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to any liability of the Contractor’s obligation Borrower to the Lenders under any other provision hereof, the Borrower will and does hereby indemnify the TJPAAgent, the Contractor specifically acknowledges Lenders and agrees that it has an immediate and independent obligation to defend each director, officer, shareholder or agent thereof (collectively, the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA"Indemnified Party") and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA Indemnified Party harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for against any infringement Claims incurred by the same as a result of or in connection with: (a) any cost or expense reasonably incurred by reason of the patent rights, copyright, trade secret liquidation or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, re-deployment in whole or in partpart of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Advance as a result of the Borrower's failure to complete a Drawdown or to make any payment, from repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (1b) subject to permitted or deemed Rollovers and Conversions, the Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its Maturity Date; (c) the services under this AgreementBorrower's failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (d) the prepayment of any outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (e) the Borrower's repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower or any part other Harvest Party to make any other payment due hereunder or under any of such services, and the other Documents; (2h) any negligent, reckless, inaccuracy of any Borrower's or willful act any other Harvest Party's representations and warranties contained in any Document; (i) any failure of any Borrower or omission any other Harvest Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 22.5 will not apply to any Claims that arise by reason of the Contractor gross negligence or wilful misconduct of the Indemnified Party. The provisions of this Section 22.5 shall survive repayment of the Obligations and subconsultant to termination of the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinCredit Facilities.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] a) The Contractor shall Company agrees to indemnify and save hold harmless the TJPA Purchaser and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a each person, including employees if any, who controls the Purchaser within the meaning of the Contractor Securities Act ("Distributing Purchaser") against any losses, claims, damages or loss of liabilities, joint or damage to propertyseveral (which shall, arising directly or indirectly from the Contractor’s performance for all purposes of this Agreement, includinginclude, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Contractor’s use Distributing Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of facilities or equipment provided by are based upon any untrue statement or alleged untrue statement of any material fact contained in the TJPA Registration Statement, or othersany related preliminary prospectus, regardless the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the negligence ofcircumstances when made not misleading; provided, and regardless of whether liability without fault is imposed or sought to however, that the company will not be imposed on the TJPA, except liable in any such case to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where any such loss, damageclaim, injurydamage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Purchaser specifically for use in the preparation thereof. This Section 5(a) shall not inure to the benefit of any Distributing Purchaser with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser failed to send or claim is the result give a copy of the active negligence Prospectus to such person at or willful misconduct prior to the written confirmation to such person of the TJPA sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act or the rules and is not contributed to by any act of, or by any omission to perform some duty imposed by law or regulations promulgated thereunder. This indemnity agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In will be in addition to any liability the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or Company may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinotherwise have.

General Indemnity. [If (a) Indemnification by the Contractor is NOT Company. The Company will indemnify and hold harmless each of the Purchaser and the Broker, each of their directors, fund managers and officers, and each person, if any, who controls the Purchaser or the Broker within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Purchaser and the Broker, each of their directors, fund managers and officers, and each person, if any, who controls the Purchaser or the Broker may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a design professional material fact contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (an architectincluding the Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought material fact required to be imposed on stated therein or necessary to make the TJPAstatements therein not misleading, except provided that the Company shall not be liable under this Section 8.1(a) to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date a court of this Agreement, and except where competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, injury, liability or claim is action resulted directly from any such acts or failures to act, undertaken or omitted to be taken by the result Purchaser or the Broker or such person through its bad faith or willful misconduct; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or the Broker expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Prospectus, the foregoing indemnity shall not inure to the benefit of the active negligence Purchaser or willful misconduct the Broker or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the TJPA Prospectus were timely delivered to the Purchaser pursuant hereto and is a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not contributed sent or given by or on behalf of the Purchaser or the Broker or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser, the Broker and each such controlling person promptly upon demand for any act legal or other costs or expenses reasonably incurred by the Purchaser, the Broker or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or by is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any omission to perform some duty imposed by law Registration Statement, Prospectus or agreement on the Contractor, its subcontractors Prospectus Supplement or either’s agent any amendment or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition supplement to the Contractor’s obligation to indemnify thereto in reliance upon, and in conformity with, written information furnished by either the TJPA, Purchaser or the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered Broker to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses Company for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied inclusion in the performance of this Agreement. [ORRegistration Statement, if the Contractor is a design professional (an architect, a landscape architect, Prospectus or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinProspectus Supplement.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] a) The Contractor shall Company agrees to indemnify and save hold harmless the TJPA Purchaser and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a each person, including employees if any, who controls the Purchaser within the meaning of the Contractor Securities Act (Distributing Purchaser) against any losses, claims, damages or loss of liabilities, joint or damage to propertyseveral (which shall, arising directly or indirectly from the Contractor’s performance for all purposes of this Agreement, includinginclude, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Contractor’s use Distributing Purchaser may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of facilities or equipment provided by are based upon any untrue statement or alleged untrue statement of any material fact contained in the TJPA Registration Statement, or othersany related preliminary prospectus, regardless the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the negligence ofcircumstances when made not misleading; provided, and regardless of whether liability without fault is imposed or sought to however, that the Company will not be imposed on the TJPA, except liable in any such case to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where any such loss, damageclaim, injurydamage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Purchaser specifically for use in the preparation thereof. This Section 5(a) shall not inure to the benefit of any Distributing Purchaser with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser failed to send or claim is the result give a copy of the active negligence Prospectus to such person at or willful misconduct prior to the written confirmation to such person of the TJPA sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act or the rules and is not contributed to by any act of, or by any omission to perform some duty imposed by law or regulations promulgated thereunder. This indemnity agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In will be in addition to any liability the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or Company may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinotherwise have.

General Indemnity. [If the Contractor is NOT a design professional (an architectThe Principal Shareholders, a landscape architect or an engineer)] The Contractor shall jointly and severally, agree to indemnify and save hold harmless the TJPA Buyer from and its officers, directors, agents and employees from, and if requested shall defend them against, against any and all lossliabilities, costdamages, damageclaims, injurydeficiencies, liabilityassessments, losses, suits, proceedings, actions, investigations, penalties, interest, costs and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, expenses including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees and expenses of attorneyscounsel, consultants amounts paid in settlement and experts and related costs and the TJPA’s reasonable costs of investigating investigation (whether suit is instituted or not and, if instituted, whether at the trial or appellate level) (collectively, the "Liabilities"), whether in law or equity, arising from or in connection with (A) the failure of any claims against representation of the TJPAPrincipal Shareholders contained in this Agreement or in any document delivered in connection herewith to be true and correct, (B) any breach or violation of any of the warranties, covenants or agreements of the Principal Shareholders contained in this Agreement or in any document delivered in connection herewith or (C) any acts of the Company or the Principal Shareholders taken or omitted prior to Closing. In addition to the Contractor’s obligation to The Principal Shareholders shall indemnify the TJPA, Buyer up to $7 million for Liabilities for which Buyer is entitled to indemnification from the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within Principal Shareholders under this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafterSection. The Contractor shall have the exclusive right Sellers, jointly and severally, agree to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold harmless the TJPA harmless Buyer from all loss and liability, including attorneys’ fees, court costs against any and all other litigation expenses for Liabilities, whether in law or equity, arising from or in connection with (A) the failure of any infringement representation of the patent rightsSellers (as opposed to the Principal Shareholders) contained in this Agreement or in any document delivered in connection herewith to be true and correct, copyright, trade secret (B) any breach or any other proprietary right or trademark, and all other intellectual property claims violation of any person or persons in consequence of the use by warranties, covenants or agreements of the TJPA, Sellers (as opposed to the Principal Shareholders) contained in this Agreement or in any document delivered in connection herewith or (C) any acts of its officers the Sellers (as opposed to the Principal Shareholders) taken or agents, of articles or services omitted prior to be supplied in Closing. The Sellers shall indemnify the performance of Buyer up to $7 million for Liabilities for which Buyer is entitled to indemnification from Sellers under this AgreementSection. [OR, if Notwithstanding anything to the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by lawcontrary contained herein, the Contractor shall assume first $25,000 (the defense of"Basket") in aggregate amount for all Liabilities under this Section 4.1 for which the Principal Shareholders or the Sellers, indemnify and save harmless as the TJPAcase may be, its memberswould be liable will be borne by Buyer; PROVIDED, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation)HOWEVER, that arise directly the Basket shall not apply to (i) any Liabilities arising from or indirectly, relating to Taxes (as such term is defined in whole or in part, from (1) the services under this Agreement, or any part of such servicesSection 2.13 hereof), and (2ii) the extent that any negligentsuch Liability is found, recklessin a final unappealable judgment by a court of competent jurisdiction, to have arisen from or willful act related to one or omission more of the Contractor and subconsultant Principal Shareholders' or Sellers', as the case may be, willful bad faith, willful misconduct or gross negligence with an intent to defraud. A materiality qualification in any representation or warranty will not be taken into account in determining whether the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinBasket has been met.

General Indemnity. [If (a) Indemnification by the Contractor is NOT Company. The Company will indemnify and ------------------------------ hold harmless the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a design professional material fact contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (an architectincluding any Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought material fact required to be imposed on stated therein or necessary to make the TJPAstatements therein not misleading, except provided that the Company shall not be liable under this -------- Section 8.1(a) to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date a court of this Agreement, and except where competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, injury, liability or claim is action resulted directly from any such acts or failures to act, undertaken or omitted to be taken by the result Purchaser or such person through its bad faith or willful misconduct; provided further, that the ---------------- foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that with respect to the Prospectus, the ---------------- foregoing indemnity shall not inure to the benefit of the active negligence Purchaser or willful misconduct any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the TJPA Prospectus were timely delivered to the Purchaser pursuant hereto and is a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not contributed sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any act legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or by is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any omission to perform some duty imposed by law Registration Statement, Prospectus or agreement on the Contractor, its subcontractors Prospectus Supplement or either’s agent any amendment or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition supplement to the Contractor’s obligation to indemnify thereto in reliance upon, and in conformity with, written information furnished by the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered Purchaser to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses Company for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be supplied inclusion in the performance of this Agreement. [ORRegistration Statement, if the Contractor is a design professional (an architect, a landscape architect, Prospectus or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (1) the services under this Agreement, or any part of such services, and (2) any negligent, reckless, or willful act or omission of the Contractor and subconsultant to the Contractor, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the provisions set forth hereinProspectus Supplement.