Common use of General Indemnity Clause in Contracts

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.

General Indemnity. In addition (a) Sublessee hereby agrees to any assume liability of for and to indemnify, protect, save and keep harmless the Borrower to the Agent or the Lenders under any other provisions of this AgreementSublessor and each Head Lessor, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent Owner and the Lenders, Lender (if any) and their respective officerssuccessors, permitted assigns, affiliates, directors, officers, employees, representatives, shareholders, agents and affiliates servants (as used in this Section each an 9.2 and in Section 9.3 hereof, collectively, the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities (including liability in tort, absolute or otherwise), obligations, losses, damages, penalties, claims, actions, suits, proceedings costs, expenses and disbursements of whatsoever kind and nature (including reasonable legal fees and expenses) (any investigations, litigation or inquiriesand all "Claims"), claimsimposed on, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them Indemnitee (whether or not also indemnified against by any other Person under any other document) in any way relating to or arising out of (i) this Lease or (ii) the delivery, sublease, possession, use, operation, condition, return or other disposition of any item of Equipment, to the extent incurred or arising out of events occurring at any time after delivery of the Aircraft to Sublessor hereunder and prior to return of the Aircraft to Sublessor hereunder in full compliance by the Sublessee with all of the terms of this Sublease with respect thereto (including latent and other defects, whether or not discoverable by any Indemnitee or the Sublessee, and any claim for patent, trademark or copyright infringement); provided, however, that the Sublessee shall not be required (A) to indemnify Sublessor in respect of any amounts which Sublessor has specifically agreed to pay hereunder, (B) to indemnify any Owner or any of them is designated a party thereto) its Affiliates against loss, liability or expense incurred by any such Affiliate as a result of: (i) of any actual or proposed use by the Borrower claim against any such Affiliate in its capacity as manufacturer of the proceeds of Engines and components thereof including claims for patent, trademark or copyright infringement, (C) to pay any Advance; (ii) any transaction in which any proceeds of all cost, expense or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding disbursement (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' legal fees and expenses) incurred in connection with the entering into or withholding any future amendments, supplements, waivers or consents with respect to this Sublease or under any Head Lease other than such as have been requested by Sublessee, (D) to indemnify any Indemnitee for loss, liability or expense resulting from the willful misconduct or gross negligence of such Indemnified Party Indemnitee or its successors, assigns, affiliates, agents or servants or, in the defense case of any claims Owner, any owner trustee acting for such Owner or, in the case of any such owner trustee, the relevant Owner, (E) to indemnify any Indemnitee for any loss, liability or expense which any of them may incur as the result of any failure or refusal of any of them to perform or observe any agreement, covenant or condition contained in any Operative Document, or (G) to indemnify any Indemnitee for any loss, liability or expense which any of them may incur as the result of any Head Lessor Lien or Sublessor Lien; provided further that Sublessee does not under this Section 9.2 assume liability for, or indemnify, protect, save and keep harmless, any Indemnitee from or against or in respect of any liabilities, obligations, losses, damages, penalties, claims, actions or suits in any way relating to or arising out of any Indemnity Matter at Taxes, as defined in Section 9.3. Upon payment in full of any indemnities contained in this Section 9.2 by the time Sublessee, it shall be subrogated to any rights of the Indemnitee in respect of the matter against which indemnity has been given, but any amount recovered by the Sublessee as a result of such costs subrogation shall, unless all amounts then due to such Indemnitee from the Sublessee have been paid, be held in trust by the Sublessee for and expenses are incurred and shall, to the extent of any such Indemnified Party has given the Borrower amount then due, be paid promptly after demand to, such Indemnitee. If any Indemnitee shall have knowledge of any claim or liability hereby indemnified against, it shall give prompt written notice thereofhereof to the Sublessee and each other interested party, but the failure to do so shall not relieve Sublessee from any liability which it may have to such Indemnitee or any other Indemnitee except to the extent that the Sublessee shall demonstrate that such liability was materially increased as a result of such failure. If the Sublessee is required to make payment under this Section 9.2, the Sublessee shall pay the Indemnitee any amount which, after deduction of all taxes required to be paid by such Indemnitee in respect of the receipt thereof under the laws of the United States or of any foreign country or any political subdivision of either (after giving credit for any savings in respect of any taxes by reason of deductions, credits or allowances in respect of the payment of the expense indemnified against) shall be equal to the amount of such payment.

General Indemnity. The Company shall indemnify the Lenders and the ----------------- Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.4. In addition to any liability addition, the Company shall indemnify each Lender, the Agent, the Syndication Agent, each of the Borrower to Lenders' or the Agent's or the Syndication Agent's directors, officers, employees, agents, attorneys, accountants, consultants and each Person, if any, who controls any Lender or the Agent or the Lenders under any other provisions of this AgreementSyndication Agent (each Lender, the Borrower shallAgent, to the fullest extent permitted by Applicable Law, indemnify Syndication Agent and each of the Agent and the Lenderssuch directors, and their respective officers, directors, employees, representativesagents, shareholdersattorneys, agents accountants, consultants and affiliates (control Persons is referred to as used in this Section each an "Indemnified Party") from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions----------------- claims, suitsdamages, proceedings liabilities and reasonable expenses (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with investigating(a) the Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, defending or preparing to defend (b) any such action, suit, proceeding (including any investigations, litigation or inquiries)investigation involving the Company, claimany of its Subsidiaries or their Affiliates, demand or cause any officer, director or employee thereof, (c) the existence or exercise of actionany security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that prior the foregoing indemnity shall not apply to litigation -------- ------- commenced by the Company against the Lenders or the Agent or the Syndication Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by Lenders or the Agent to represent all of or the Syndication Agent and the Lenders. Subject in a final nonappealable judgment or to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in result from a Lender's or the defense of any claims arising out of any Indemnity Matter at Agent's or the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofSyndication Agent's gross negligence or willful misconduct.

General Indemnity. In addition to any The Lessee hereby assumes liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lendersfor, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them the transactions contemplated hereby shall be consummated and whether or not the Lease, any Lease Supplement or other Operative Document has expired or been terminated) agrees to defend, indemnify, protect, release, save and hold harmless and keep whole each Indemnified Person, on an After-Tax Basis, from and against any and all liabilities (including but not limited to liabilities arising out of the doctrine of strict liability or arising out of violation of regulatory requirements of any kind), obligations, losses, damages, penalties, claims (including Environmental Claims), actions, suits, judgments, costs, expenses, charges, fees and disbursements (including out of pocket fees and expenses, Fees and Expenses and costs of investigation), whether any of the foregoing be founded or unfounded, of whatsoever kind and nature (collectively, the "Claims") that may be imposed on, incurred by or asserted against any Indemnified Person or any Equipment, in any way relating to or arising out of (a) the Equipment or the Operative Documents (including, without limitation, the performance or enforcement of all obligations of the Lessee or the Guarantor under the Operative Documents and payments made pursuant thereto or any other transactions contemplated thereby or the breach of any covenant or agreement contained therein by the Lessee or the Guarantor, or the falsity of any representation or warranty made therein by the Lessee or the Guarantor), or the design, manufac- ture, construction, reassembly, purchase, acceptance, possession, rejection, control, financing, refinancing, modification, alteration, testing, non-use, ownership, delivery, nondelivery, use, operation, leasing, subleasing, condition, maintenance, repair, sale, abandonment, storage, substitution, insurance, redelivery or de-installation, return or other disposition of the Equipment or any Item thereof (whether or not such Equipment or Item is designated a party theretoin compliance with the Operative Documents), (b) any other disposition of, or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of: of any Lien) on, the Equipment or any interest therein, including, without limitation, any claim or penalty arising out of violations of Applicable Law, or in tort (iwhether creating a strict liability or otherwise) or arising from the active or passive negligence of an Indemnified Person, latent or other defects, whether or not discoverable by any Indemnified Person, or any other Person, loss of or damage to any property or the environment, death of or injury to any Person and any claim for patent, trademark or copyright infringement, (c) the offer, issuance, sale, resale or delivery of any Note or any direct or beneficial interest under any Operative Document, (d) any actual Event of Default, any Event of Loss, any redemption, refunding, prepayment or proposed use by the Borrower transfer of the proceeds of Notes made in accordance with the Operative Documents, any Advance; (ii) amendment, modification or supplement to any transaction in which Operative Document, or any proceeds transfer of all or any part of a Drawdown the right, title and interest of the Owner Trustee or any Owner Participant in the Trust Estate or in, to and under any of the Operative Documents, (e) the presence, Release or threatened Release of any Hazardous Substance in, on, at or from any Item of Equipment or any facility or site in or on which any Item of Equipment is applied; or was present, stored, used, recycled, managed, treated, disposed of, or located at any time, (iiif) any Event transport, treatment, recycling, storage, Release, disposal or arrangement therefor, of Defaultany Hazardous Substance generated by, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred used in connection with investigatingor otherwise present in or on any Item of Equipment or any facility or site in or on which any Item of Equipment is or was present, defending stored, used, recycled, managed, treated, disposed of, or preparing located at any time, (g) any Environmental Law or any published policy or guidance document issued in connection therewith or demand of a Governmental Authority applicable in any way whatsoever related to defend any such actionItem of Equipment or any facility or site in or on which any Item of Equipment is or was present, suitstored, proceeding used, recycled, managed, treated, disposed of, or located at any time, (including h) any investigationsloss of or damage to any property, litigation natural resources or inquiries)the environment, claimor death of or injury to any Person, demand resulting from or cause relating to any Hazardous Substance that is or was present, used, generated, treated, stored, recycled, managed, transported or Released in connection with any Item of actionEquipment or any facility or site in or on which any Item of Equipment is or was present, stored, used, recycled, managed, treated, disposed of or otherwise located at any time or (i) any non- exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; provided, that prior the Lessee shall not be required pursuant to the occurrence of an Event of Default, the Borrower shall only be obligated this Section 6.1 to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.indemnify:

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Lawshall defend, indemnify and hold harmless Lender and each of the Agent and the Lenders, its Affiliates and their respective successors and assigns, including the directors, officers, directorspartners, members, shareholders, participants, employees, representativesprofessionals and agents of any of the foregoing (including any Servicer) and each other Person, shareholdersif any, agents and affiliates who Controls Lender, its Affiliates or any of the foregoing (as used in this Section each each, an "Indemnified Party") from), hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense expenses and disbursements of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, including the reasonable fees and disbursements of counsel and all other expenses incurred for an Indemnified Party in connection with investigatingany investigative, defending administrative or preparing to defend any such actionjudicial proceeding commenced or threatened, suitwhether or not Lender shall be designated a party thereto, proceeding (including any investigationscourt costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation or inquiriesexpenses), claimthat may be imposed on, demand incurred by, or cause asserted against any Indemnified Party (collectively, the "Indemnified Liabilities") in any manner, relating to or arising out of actionor by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Mortgage, the Property or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) any failure of the Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (x) any claims, actions, lawsuits or other litigation made or initiated by any lessee or sublessee of any portion of the Property or any Person acting through or under any lessee or sublessee or otherwise arising under or as a consequence of any Lease; provided, however, that prior Borrower shall not have any obligation to any Indemnified Party hereunder to the occurrence extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of an Event of Default, the Borrower shall only be obligated such Indemnified Party. Any amounts payable to pay the reasonable fees and disbursements of counsel engaged any Indemnified Party by the Agent to represent all reason of the Agent application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred exercise by such Indemnified Party in the defense Lender of any claims arising out of any Indemnity Matter at its rights or remedies under the time such costs and expenses are incurred and such Indemnified Party has given Loan Documents, including the Borrower written notice thereofacquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.

General Indemnity. In addition to any liability of Whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby are consummated, the Borrower shallLoan Parties shall indemnify, to defend and hold the fullest extent permitted by Applicable LawAgent-Related Persons, indemnify and each Bank and each of the Agent and the Lenders, and their its respective officers, directors, employees, representatives, shareholderscounsel, agents and affiliates attorneys-in-fact (as used in this Section each each, an "Indemnified PartyINDEMNIFIED PERSON") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings costs, charges, expenses and disbursements (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense Attorney Costs) of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or involve arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of them the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any foreign exchange transactions entered into in connection herewith, whether or not any of them Indemnified Person is designated a party thereto) as a result of: thereto (i) all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Loan Parties shall have no obligation hereunder to any actual Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or proposed use by the Borrower willful misconduct of the proceeds of any Advance; (ii) any transaction such Indemnified Person. The agreements in which any proceeds this Section shall survive payment of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofObligations.

General Indemnity. In addition Subject to the provisions of SECTIONS 13.4 AND 13.5, and whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and 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 other Person (but not to the Agent extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person) in any way relating to or arising, or alleged (by any Person asserting such a Claim against an Indemnified Person) to arise, out of the Lenders under any other provisions execution, delivery, performance or enforcement of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them forLease, any and all actions, suits, proceedings (including other Operative Agreement or on or with respect to any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all Property or any part of a Drawdown is applied; or (iii) any Event of Defaultthereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of a Property, or any part thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defect in any property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) any Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to any property or the environment relating to any Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Construction Agent or the Lessee of any of its representations or warranties under the Operative Agreements to which it is a party or failure by the Construction Agent or the Lessee 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, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) any personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; (h) any easement, right, agreement or document referred to in SECTION 10.5 of this Agreement; or (i) any Lien on any Property (other than Liens created by the Operative Agreements). If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; PROVIDED, HOWEVER, that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall endeavor, in such notice to the Indemnity Provider, to 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 materially precludes 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 can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, 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, 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, conditioned or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable fees efforts to obtain a refund thereof in appropriate administrative and disbursements 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 counsel the response to such Claim; PROVIDED, that all decisions ultimately shall be made in the discretion of the controlling party, except that the Indemnity Provider may not agree to any dismissal or settlement of, or other agreement in connection with, any claim without the prior written consent of such Indemnified Person, if such dismissal, settlement or agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provide for any nonmonetary relief to be performed by such Indemnified Person. 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 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 13.1 by way of indemnification or advance for the payment of any amount regarding such Claim other than expenses of the action relating to such Claim. Notwithstanding the foregoing provisions of this SECTION 13.1, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall 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 other reasonable costs, losses and expenses incurred that such Indemnified Person actually incurs in connection with investigatingsuch Claim, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, all reasonable attorneys' legal, accounting and investigatory fees and expensesdisbursements, (B) incurred by 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 any 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, (C) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, 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 Party Person), (D) in the defense 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 Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim, (E) such claim is covered by insurance and (F) no Event of Default shall have occurred and be continuing. In addition, an Indemnified Person shall not be required to contest any claims arising out Claim in its name (or that of any Indemnity Matter 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 13.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the time Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such costs and expenses are incurred and change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such Indemnified Party has given the Borrower written notice thereofcontest.

General Indemnity. In addition to any liability of Whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby are consummated, the Borrower shallshall pay, to indemnify, and hold the fullest extent permitted by Applicable LawAgents, indemnify each of the Agent and the Lenders, Lenders and their respective officers, directors, employees, representatives, shareholderscounsel, agents and affiliates attorneys-in-fact and Affiliates (as used in this Section each each, an "“Indemnified Party"Person”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)charges, liabilities, damages expenses or expense disbursements of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable including fees and disbursements of counsel and all in each case subject to the provisions of Section 4.14 in respect of Taxes and Other Taxes) which may at any time (including at any time following repayment of any Loan or the termination, resignation or replacement of any Lender or Agent) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising directly or indirectly out of this Agreement or any other expenses incurred Credit Document, including any other document or instrument contemplated by or referred to herein or therein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with investigatingany of the foregoing, defending including with respect to the exercise by any Lender or preparing to defend Agent of any such actionof its rights or remedies under any of the Credit Documents, suitand any investigation, litigation or proceeding (including any investigationsbankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to this Agreement or any other Credit Document or any Loan, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto, whether or not such investigation, litigation or inquiriesproceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Person or any other Person, or an Indemnified Person is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Section 5 are satisfied or the other transactions contemplated by this Agreement are consummated (all the foregoing, collectively, the “Indemnified Liabilities”), claim, demand or cause of action; provided, provided that prior to the occurrence of an Event of Default, the Borrower shall only be obligated have no obligation hereunder to pay any Indemnified Person with respect to Indemnified Liabilities arising from the reasonable fees and disbursements gross negligence or willful misconduct of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party Person as determined by a court of competent jurisdiction in the defense a judgment that has become final in that it is no longer subject to appeal. The Borrower agrees not to assert any claim against any Indemnified Person, on any theory of any claims liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any Indemnity Matter at of the time such costs and expenses are incurred and such Indemnified Party has given other Credit Documents or any of the Borrower written notice thereoftransactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. Notwithstanding anything to the contrary in this Agreement, all obligations relating to Taxes shall be governed exclusively by Section 4.14, except with respect to Taxes that arise as a result of a non-Tax claim.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, Each Obligor shall jointly and severally indemnify each of the Agent and the LendersIndemnitee against, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them Indemnitee harmless against and promptly upon written demand therefor pay or reimburse each of them forfrom, any and all actions, suits, proceedings (including any investigations, litigation or inquiries)actual losses, claims, demandsdamages, causes liabilities and documented expenses, including the fees, charges and disbursements of actionany counsel for any Indemnitee (but limited, costsin the case of legal fees and expenses, losses to the reasonable fees, disbursements and other charges of counsel to the Indemnitees, and if necessary, local counsel in any relevant jurisdiction to all affected Indemnitees taken as a whole, and solely, in the event of a conflict of interest, additional counsel (excluding loss and, if necessary, local counsel in each relevant jurisdiction) to each group of profitsimilarly situated affected Indemnitees, taken as a whole), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against any Indemnitee arising out of, in connection with, or involve any of them (whether or not any of them is designated a party thereto) as a result of: of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Term Loans or the use of the proceeds therefrom, (iii) any actual or proposed use alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries , or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the proceeds of any Advance; (ii) any transaction in which any proceeds of all foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or any part other Obligor or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a Drawdown is appliedparty thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or (iii) related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. Notwithstanding anything to the contrary in any Event of Default, including, without limitationthe Loan Documents, the reasonable fees and disbursements obligations of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated and each other Obligor with respect to pay the reasonable fees and disbursements of counsel engaged each indemnity given by the Agent to represent all it in this Agreement or any of the Agent other Loan Documents shall survive the termination of this Agreement and payment in full of the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofObligations.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable rights which any such Person may have hereunder or under applicable Law, but subject to Sections 7.1(b) and 8.6, Originator hereby agrees to indemnify each and hold harmless Buyer, Buyer’s Affiliates and all of the Agent their respective successors, transferees, participants and the Lendersassigns, all Persons referred to in Section 8.4 hereof, and their respective all officers, members, managers, directors, employees, representatives, shareholders, controlling persons, employees and agents and affiliates of any of the foregoing (as used in this Section each an "“Originator Indemnified Party") from”), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the liabilities and related reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitationincluding attorneys’, reasonable attorneys' consultants’ and accountants’ fees and expensesdisbursements but excluding all Excluded Taxes (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of, relating to or in connection with the defense Transaction Documents, any of the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), the ownership, maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, the issuance or drawing of any claims Letter of Credit or arising out of or relating to or in connection with the actions of Buyer, MPI, Performance Guarantor, Originator or any Indemnity Matter at Affiliate of any of them; provided, however, notwithstanding anything to the time contrary in this Article VII, Originator Indemnified Amounts shall be excluded solely to the extent (x) they have resulted solely from the gross negligence or willful misconduct on the part of such costs and expenses are incurred and such Originator Indemnified Party has given and (y) they constitute recourse with respect to a Receivable by reason of the Borrower written notice thereof.bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Originator shall indemnify, subject to the express limitations set forth in this Section 7.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to, or in connection with:

General Indemnity. In addition Subject to and limited by in all respects the provisions of Sections 13.5 and 13.6 and whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and 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 Claims arising from the negligence of an Indemnified Person (but not to the Agent extent such Claims arise from the gross negligence, willful misconduct or willful breach of such Indemnified Person or are otherwise solely attributable to acts or events occurring after the Lenders under expiration of the Lease or after the transfer of all of the Properties to the Lessee or a third party)) in any other provisions way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all Lease or any part of a Drawdown is applied; other Operative Agreement or (iii) on or with respect to any Event of DefaultProperty or any component thereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (a) the reasonable fees financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, 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 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 any property or the environment relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of 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 Agreement; (f) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and disbursements 5 of counsel Subtitle B of Title I of ERISA; and all other expenses incurred (g) personal injury, death or property damage, including Claims based on strict or absolute liability in connection with investigating, defending tort. If a written Claim is made against any Indemnified Person or preparing to defend if any proceeding shall be commenced against such action, suit, proceeding Indemnified Person (including any investigations, litigation or inquiriesa written notice of such proceeding), claimfor any Claim, demand or cause such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of actionthe Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, that however, that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the occurrence end of an Event such 30-day period, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of Defaultsuch shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before 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 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 Borrower Indemnity Provider shall only be obligated request in writing that such Indemnified Person respond to pay such Claim, the reasonable fees and disbursements of counsel engaged by Indemnified Person shall, at the Agent to represent all expense of the Agent Indemnity Provider, in good faith conduct and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses control such action (including, without limitation, by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Person's reasonable attorneys' fees discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and expensescontrol the response to such Claim and (B) incurred in the case of any Claim, 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 Party Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the defense event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the 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 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 13.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Notwithstanding the foregoing provisions of this Section 13.1, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall 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, if the Indemnified Person has informed the Indemnity Provider (in its initial notice of the Claim) that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Indemnity Provider), 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 Section 13.1) exceeds $25,000, (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 claims arising out amount prior to the resolution of such Claim, 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), (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 Indemnified Person and reasonably satisfactory to the Indemnity Provider 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 (F) 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 Indemnity Matter Claim 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 13.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the time Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such costs and expenses are incurred and change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such Indemnified Party has given the Borrower written notice thereofcontest.

General Indemnity. In addition to any liability the payment of expenses pursuant to Section 11.2(a), whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower shallhereby indemnifies, and agrees to pay and hold the fullest extent permitted by Applicable LawBank, indemnify each of the Agent and the Lenders, its affiliates and their respective officers, directors, employees, representativesagents, shareholders, agents successors and affiliates assigns (as used in this Section each an "Indemnified Party"collectively called the “Indemnitees”) from, hold each of them harmless against from and promptly upon written demand therefor pay or reimburse each of them foragainst, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense expenses and disbursements of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred for any of such Indemnitees in connection with investigatingany investigative, defending administrative or preparing to defend judicial proceeding commenced or threatened, whether or not any of such action, suit, proceeding (including any investigations, litigation or inquiriesIndemnitees shall be designated a party thereto), claimthat may be imposed on, demand incurred by, or cause asserted against the Indemnitees (or any of actionthem), in any manner relating to or arising out of the Loan Documents, the statements contained in any commitment letters delivered by the Bank, the Bank’s agreement to issue the Bonds Letter of Credit, or the use or intended use of the proceeds of the Bonds Letter of Credit (the “Indemnified Liabilities”); provided, however, that prior the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the occurrence gross negligence or willful misconduct of an Event 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 Defaultany law or public policy, the Borrower shall only be obligated contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the reasonable fees payment and disbursements satisfaction of counsel engaged all Indemnified Liabilities incurred by the Agent to represent all Indemnitees or any of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofthem.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Obligor’s other Obligations under any other provisions of this AgreementIndenture, the Borrower shalleach Obligor agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless the Trustee and each Holder and all of the Agent and the Lenders, and their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Indenture, any other Note Document or of any claims arising out other document executed in connection with the transactions contemplated by this Indenture, (ii) the Trustee’s or any Holder’s furnishing of funds to the Issuers under this Indenture or the other Note Documents, (iii) any Indemnity matter relating to the financing transactions contemplated by this Indenture or the other Note Documents or by any document executed in connection with the transactions contemplated by this Indenture or the other Note Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time negligence, gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender, and the Lenders, L/C Issuer and all of their respective Affiliates, officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expensesexpenses which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel per specialty area for the indemnified parties, unless a conflict of interest exists) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letters of Credit for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Revolving Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at to the time extent caused by the gross negligence, willful misconduct or bad faith of, or material breach of the Loan Documents by, such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of The Loan Parties shall pay, indemnify, and hold the Borrower to the Agent or the Lenders under any other provisions of this AgreementAdministrative Agents, the Borrower shallJoint Lead Arrangers, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, their respective Affiliates and their respective officers, directors, employees, representativespartners, shareholders, agents and affiliates advisors (as used in this Section each each, an "“Indemnified Party"Person”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsliabilities, suitslosses, proceedings (including any investigations, litigation or inquiries)damages, claims, demandscosts or expenses, causes of actionjoint or several, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct (including reasonable and documented fees and disbursements of such Indemnified Party counsel (the "Indemnity Matters"and, if necessary, local and/or special counsel)) arising out of any Proceeding, which may at any time be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or involve arising directly or indirectly out of this Agreement or any other Credit Document, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of them (whether the foregoing, including with respect to the exercise by any Joint Lead Arranger, Lender or not Administrative Agent of any of them its rights or remedies under any of the Credit Documents (all the foregoing, collectively, the “Indemnified Liabilities”); provided that the Loan Parties shall have no obligation hereunder (1) to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is designated no longer subject to appeal or as documented in any settlement agreement to which such Indemnified Person is a party theretoand (2) for any losses, claims, damages, liabilities, costs or expenses that is brought by an Indemnified Person against any other Indemnified Person (other than in connection with any Indemnified Person acting in its capacity as a result of: (iJoint Lead Arranger, an Administrative Agent or any other agent or co-agent, in each case in their respective capacities as such) which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The Loan Parties and the Lenders agree not to assert any claim against any Indemnified Person, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Credit Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use by the Borrower of the proceeds of the Loans. The Loan Parties shall not be liable for any Advance; settlement of any Proceeding (as defined below) effected without its consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against an Indemnified Person in any such Proceeding, each Loan Party agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Loan Parties shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against such Indemnified Person in respect of which indemnity has been or could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any transaction in which statement as to any proceeds admission of all fault by or any part on behalf of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of Person. This Section 12.2(a) shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, etc. arising out of from any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofnon-Tax claim.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by such Indemnified Party Indemnitees (taken as a whole), whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at (x) caused by the time gross negligence or willful misconduct of such costs Indemnitee as determined by a final non- appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and expenses are incurred and their respective participants or (z) that has resulted from an intentional breach of such Indemnified Party has given the Borrower written notice thereofIndemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition The Lessee, hereby assumes liability for and agrees to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Lawdefend, indemnify and hold harmless each of the Agent Indemnified Person on an After Tax Basis from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") Claims which may be imposed on, incurred by or asserted against an Indemnified Person in any way relating to or involve arising out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, 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 them the Equipment or any part thereof; (b) any latent or other defects in any piece of Equipment whether or not discoverable by an Indemnified Person or the Lessee; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage relating to the Equipment; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Lessee of any of them is designated a party theretoits representations or warranties under the Operative Agreements 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) as a result of: personal injury, death or property damage relating to the Equipment, including Claims based on strict liability in tort; but in any event excluding (iv) Claims to the extent such Claims arise solely out of the gross negligence or willful misconduct of such Indemnified Person, (w) Claims to the extent such Claims arise solely out of events occurring after Lessee's discharge of all its obligations under the Lease or (x) any actual Taxes including any Claim (or proposed use 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 Borrower Lessee is otherwise specifically required to make such payments on an After Tax Basis), (y) legal proceedings commenced against an Indemnified Person by any security holder or creditor solely in its capacity as such, or (z) legal proceedings commenced against an Indemnified Person by any other Indemnified Person or by any transferee of an Indemnified Person. The Lessee shall be entitled to control, and shall assume full responsibility for the proceeds defense of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of actionClaim; provided, however, that prior to the occurrence of an Event of DefaultTrust, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of Trust Company, the Agent and the Lenders. Subject Investors named in such Claim, may each retain separate counsel at the expense of the Lessee in the event of and to the proviso in extent of an actual conflict or a potential conflict. The Lessee and each Indemnified Person agree to give each other prompt written notice of any Claim hereby indemnified against but the preceding sentencegiving of any such notice by an Indemnified Person shall not be a condition to the Lessee's obligations under this Section 12.1, except to the extent failure to give such notice materially prejudices Lessee's rights hereunder or with respect to the defense or settlement of such Claim. After an Indemnified Person has been fully indemnified for a Claim pursuant to this Section 12.1, and so long as no Lease Event of Default shall have occurred and be continuing, the Borrower Lessee shall be obligated subrogated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by any right of such Indemnified Party in Person with respect to such Claim. None of the defense Indemnified Persons shall settle a Claim without the prior written consent of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofLessee, which consent shall not be unreasonably withheld or delayed.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by such Indemnified Party Indemnitees (taken as a whole), whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at (x) caused by the time gross negligence or willful misconduct of such costs Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and expenses are incurred and their respective participants or (z) that has resulted from an intentional breach of such Indemnified Party has given the Borrower written notice thereofIndemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to any liability of Whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby are consummated, the Borrower shallshall pay, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lendersindemnify, and their hold the Lender and its respective officers, directors, employees, representatives, shareholderscounsel, agents and affiliates attorneys-in-fact and Affiliates (as used in this Section each each, an "“Indemnified Party"Person”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)charges, liabilities, damages expenses or expense disbursements of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable including fees and disbursements of counsel and all in each case subject to the provisions of Section 4.10 in respect of Taxes and Other Taxes) which may at any time (including at any time following repayment of any Loan) be imposed on, incurred by or asserted against any such Indemnified Person by any Person (including the Borrower) other expenses incurred than such Indemnified Person and its Related Parties, in any way relating to or arising directly or indirectly out of this Agreement or any other Credit Document, including any other document or instrument contemplated by or referred to herein or therein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with investigatingany of the foregoing, defending including with respect to the exercise by the Lender of any of its rights or preparing to defend remedies under any such actionof the Credit Documents, suitand any investigation, litigation or proceeding (including any investigationsbankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to this Agreement or any other Credit Document or any Loan, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto, whether or not such investigation, litigation or inquiriesproceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Person or any other Person, or an Indemnified Person is otherwise a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), claim, demand or cause of action; provided, provided that prior to the occurrence of an Event of Default, the Borrower shall only be obligated have no obligation hereunder to pay any Indemnified Person with respect to Indemnified Liabilities (x) arising from the reasonable fees and disbursements gross negligence or willful misconduct of counsel engaged such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or (y) that result from a claim brought by the Agent to represent all Borrower against such Indemnified Person for breach in bad faith of the Agent and the Lenders. Subject to the proviso in the preceding sentencesuch Indemnified Person's obligations hereunder or under any other Credit Document, if the Borrower has obtained a final non appealable judgement by a court of competent jurisdiction. To the fullest extent permitted by applicable Law, no party to this Agreement or the other Credit Documents shall be obligated to pay assert, and each hereby waives, any claim against any other party hereto, on any theory of liability, for consequential, indirect, special or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims punitive damages arising out of or otherwise relating to this Agreement or any Indemnity Matter at of the time such costs and expenses are incurred and such Indemnified Party has given other Credit Documents or any of the Borrower written notice thereoftransactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loan.

General Indemnity. In addition The Borrowers and each other Loan Party agree to any liability defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, each Affiliate or Subsidiary of the Borrower to the Agent or the Lenders under any other provisions of this AgreementLender, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify and each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, attorneys and agents and affiliates (as used in this Section each an "“Indemnified Party"”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense expenses and disbursements of any kind or nature whatsoever but excluding (including, without limitation, those liabilities described in subsection 16(b) hereof and the disbursements and the fees (on a solicitor-client basis) of internal and external counsel for each Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto) (collectively, the “Indemnified Liabilities”), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local Laws or regulations including, without limitation, securities, environmental and commercial Laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any Loan Documents or any act, event or transaction related or attendant to any of the foregoing, the making and the management of the Loans or the use or intended use of the proceeds of the Loans save and except for any Indemnified Liabilities arising as a result of the gross negligence or wilful misconduct of such any Indemnified Party (Party. To the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by extent that the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing undertaking to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso indemnify set forth in the preceding sentencesentence may be unenforceable because it is violative of any Law or public policy, the Borrower Borrowers and each other Loan Party shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be obligated paid to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses within five (including5) Business Days of written demand therefor, without limitationand, reasonable attorneys' fees and expenses) failing prompt payment, shall, together with interest thereon at the highest rate then applicable to Revolving Loans hereunder from the date incurred by such each Indemnified Party in until paid by the defense Borrowers, be added to the Liabilities of any claims arising out the Borrowers and be secured by the Collateral. The provisions of any Indemnity Matter at this section 16 shall survive the time such costs satisfaction and expenses are incurred payment of the other Liabilities and such Indemnified Party has given the Borrower written notice thereoftermination of this Agreement.

General Indemnity. In addition to any liability of The Borrowers shall indemnify the Borrower to Lenders ----------------- and the Agent and hold them harmless from any liability, loss or damage resulting from the Lenders under violation by the Borrowers of Section 2.5 and from and against all losses, costs and expenses, incurred in liquidating or employing deposits from third parties acquired or arranged, and/or in terminating or unwinding any contact entered into, or order to effect or fund the whole or any part of any drawing or any overdue amount hereunder incurred by any Lender as a consequence of any Default or Event of Default and/or the repayment of any amount due hereunder other provisions than at the expiration of this Agreementan Interest Period. In addition, the Borrower shallBorrowers shall indemnify each Lender, to the fullest extent permitted by Applicable LawAgent, indemnify each of the Lenders' or the Agent's directors, officers and employees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and the Lenderseach of such directors, and their respective officers, directors, employees, representatives, shareholders, agents employees and affiliates (control Persons is referred to as used in this Section each an "Indemnified Party") from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions----------------- claims, suitsdamages, proceedings liabilities and reasonable expenses (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with investigating(a) the Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Borrowers or any of its Subsidiaries, defending or preparing to defend their Affiliates, (b) any such action, suit, proceeding (including any investigations, litigation or inquiries)investigation involving the Borrowers, claimany of its Subsidiaries or their Affiliates, demand or cause any officer, director or employee thereof, (c) the existence or exercise of actionany security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that prior the foregoing indemnity -------- ------- shall not apply to litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by Lenders or the Agent to represent all of the Agent and the Lenders. Subject in a final nonappealable judgment or to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in result from a Lender's or the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofAgent's gross negligence or willful misconduct.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify each of and hold harmless the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) the Agent’s or any Lender’s furnishing of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given funds to the Borrower written notice thereofunder this Agreement or the other Loan Documents, including, without limitation, the management of the Loan, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to Borrower, any of its Subsidiaries, or any of their respective security holders or creditors, for or in connection with the financing transactions contemplated by this Agreement or other Loan Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages, including, without limitation, any loss of profits, business or anticipated savings) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s willful misconduct.

General Indemnity. In addition to any liability of The Company and each Guarantor hereby each indemnifies the Borrower to Lenders and the Agent and holds them harmless from any liability, loss or damage resulting from the Lenders under any other provisions violation by the Company of this AgreementSection 2.4. In addition, the Borrower shallCompany hereby indemnifies each Lender, to the fullest extent permitted by Applicable LawAgent, indemnify the Syndication Agent, each of the Agent and Lenders' or the LendersAgent's or the Syndication Agent's directors, and their respective officers, directors, employees, representativesagents, shareholdersattorneys, agents accountants, consultants and affiliates each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons is referred to as used in this Section each an "Indemnified Party") from, hold and holds each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suitsdamages, proceedings liabilities and reasonable expenses (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party relating to, arising out of or by reason of this Agreement or any other expenses incurred Credit Document in connection with investigating(a) the Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, defending or preparing to defend (b) any such action, suit, proceeding (including any investigations, litigation or inquiries)investigation involving the Company, claimany of its Subsidiaries or their Affiliates, demand or cause any officer, director or employee thereof, (c) the existence or exercise of actionany security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that prior the foregoing indemnity shall not apply (i) to litigation commenced by the Company against the Lenders or the Agent or the Syndication Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by Lenders or the Agent to represent all of or the Syndication Agent and the Lenders. Subject in a final nonappealable judgment or (ii) to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such result from the Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofParty's own gross negligence or willful misconduct. THE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by rights which any such Person may have hereunder or under Applicable Law, each Seller, jointly and severally, hereby agrees to indemnify each and hold harmless Buyer, its respective Affiliates and all of the Agent its respective successors, transferees, participants and the Lendersassigns, and their respective all officers, members, managers, directors, employees, representatives, shareholders, employees and agents and affiliates of any of the foregoing (as used in this Section each an "“Indemnified Party") fromPerson”), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the liabilities and related reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (includingincluding all filing fees, without limitation, reasonable attorneys' fees Attorney Costs and expensesTaxes (other than Excluded Taxes)) (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 in connection with the Transaction Agreements, any of the transactions contemplated thereby, the ownership, maintenance or purchasing of any Purchased Securities, or any actions or inactions of Seller Agent, Guarantor, any Seller or any Affiliate of any of them in connection with any of the foregoing; provided, however, notwithstanding anything to the contrary in this Article 9, no such Seller shall be responsible for Indemnified Amounts solely to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party Person, as determined by a final non-appealable judgment by a court of competent jurisdiction, as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting the foregoing, each Seller, jointly and severally, shall indemnify, subject to the express limitations set forth in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.this Section

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Obligor’s other Obligations under any other provisions of this AgreementIndenture, the Borrower shalleach Obligor agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless the Trustee and each Holder (including Holders of the Agent Conru/Xxxxxxxx Definitive Securities) and the Lenders, and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Indenture, any other Note Document or of any claims arising out other document executed in connection with the transactions contemplated by this Indenture, (ii) the Trustee’s or any Holder’s furnishing of funds to the Issuers under this Indenture or the other Note Documents, (iii) any Indemnity matter relating to the financing transactions contemplated by this Indenture or the other Note Documents or by any document executed in connection with the transactions contemplated by this Indenture or the other Note Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time negligence, gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Indemnitee, as determined by a final judgment of a court of competent jurisdiction. 148

General Indemnity. In addition to The Borrower shall indemnify the Administrative Agent (and any liability sub-agent thereof) and each Lender, each Swap Lender, each Cash Management Lender, each Creditcard Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower to the Agent or the Lenders under any other provisions Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom, or (iii)any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower shallor any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries)that such losses, claims, demandsdamages, causes liabilities or related expenses (x) are determined by a court of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnified Party Indemnitee or (the "Indemnity Matters"y) which may be incurred by or asserted against or involve any of them (whether or not any of them is designated result from a party thereto) as a result of: (i) any actual or proposed use claim brought by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part other Loan Party against an Indemnitee for breach in bad faith of a Drawdown is applied; such Indemnitee’s obligations hereunder or (iii) under any Event of Defaultother Loan Document, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, if the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Loan Party has given the Borrower written notice thereofobtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower shall, to at its sole cost and expense, protect, defend, indemnify, release and hold harmless the fullest extent permitted by Applicable Law, indemnify each of the Agent Lender and the Lenders, and their respective officersits shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an the "Indemnified PartyINDEMNIFIED PARTIES") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, reasonable strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to attorneys' fees and expensesother costs of defense) (the "LOSSES") imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter at way relating to any one or more of the time such costs following (but excluding Losses arising out of Lender's gross negligence or willful misconduct): (a) ownership of this Instrument or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any Rents; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby; (c) any and expenses are incurred all lawful action that may be taken by Lender in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and such Barter Exchange Transactions, which may be required in connection with this Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Instrument is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party has given of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the loan evidenced by the Note; or (m) any misrepresentation made by Borrower written notice thereofin any of the Loan Documents. Any amounts payable to any Indemnified Party by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at rate then applicable to principal outstanding under the Note.

General Indemnity. In addition to any liability Each of the Borrower to the Agent or the Lenders under any other provisions of this AgreementREIT, the Borrower shallBorrowers and the other Obligors agree to indemnify and hold harmless the Administrative Agent, to the fullest extent permitted by Applicable LawSyndication Agent, indemnify each of the Agent and Documentation Agent, the Managing Agent, the Co-Agents, the Arranger, the Lenders, and their respective officerseach director, directorsofficer, employeesemployee and agent of, representativesand each Person who controls, shareholdersthe Administrative Agent, agents the Syndication Agent, the Documentation Agent, the Managing Agent, either Co-Agent, the Arranger or any Lender from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demandsactions and suits whether groundless or otherwise, causes of action, costs, losses (excluding loss of profit), and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or expense of any kind relating to this Agreement or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (whether or not any of them is designated a party thereto) as a result of: (ia) any actual or proposed use by the REIT, any Borrower or any of their Subsidiaries of the proceeds of any Advance; of the Loans, (iib) any transaction in which actual or alleged infringement of any proceeds patent, copyright, trademark, service xxxx or similar right of all the REIT, any Borrower or any part of a Drawdown is applied; their Subsidiaries, (c) the REIT, any Borrower or any of their Subsidiaries entering into or performing this Agreement or any of the other Loan Documents or (iiid) with respect to the REIT, the Borrowers and their Subsidiaries and their respective properties and assets, the violation of any Event Environmental Law, the Release or threatened Release of Defaultany Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to claims with respect to wrongful death, personal injury or damage to property), in each case including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigationsinvestigation, litigation or inquiries)other proceeding; PROVIDED, claim, demand or cause of action; providedHOWEVER, that prior the Borrowers shall not be obligated under this Section 16 to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, the Managing Agent, either Co-Agent, the Arranger, any Lender or any other Person for liabilities arising from such Person's own gross negligence or willful misconduct. In litigation, or the preparation therefor, the Lenders, the Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent, the Managing Agent and the Co-Agents shall be entitled to select a single law firm as their own counsel and, in addition to the occurrence of an Event of Defaultforegoing indemnity, the Borrower shall only be obligated REIT, the Borrowers and the other Obligors agree to pay promptly the reasonable fees and disbursements expenses of counsel engaged by such counsel. If, and to the Agent to represent all extent that the obligations of the Agent REIT, the Borrowers and the Lenders. Subject other Obligors under this Section 16 are unenforceable for any reason, the REIT, the Borrowers and the other Obligors hereby agree to make the maximum contribution to the proviso payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 16 shall survive the preceding sentence, repayment of the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs Loan and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense termination of any claims arising out the obligations of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofLenders hereunder."

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, Each Obligor shall jointly and severally indemnify each of the Agent and the LendersIndemnitee against, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them Indemnitee harmless against and promptly upon written demand therefor pay or reimburse each of them forfrom, any and all actions, suits, proceedings (including any investigations, litigation or inquiries)actual out-of-pocket losses, claims, demandsdamages, causes liabilities and documented expenses, including the fees, charges and disbursements of actionany counsel for any Indemnitee (but limited, costsin the case of legal fees and expenses, losses to the reasonable fees, disbursements and other charges of external counsel to the Indemnitees, and if necessary, local counsel in any relevant jurisdiction to all affected Indemnitees taken as a whole, and solely, in the event of a conflict of interest, additional counsel (excluding loss and, if necessary, local counsel in each relevant jurisdiction) to each group of profitsimilarly situated affected Indemnitees, taken as a whole), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against any Indemnitee arising out of, in connection with, or involve any of them (whether or not any of them is designated a party thereto) as a result of: of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds therefrom, (iii) any actual or proposed use alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the proceeds foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by Holdings or any other Obligor or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (a) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (b) result from a claim brought by any Borrower or any other Obligor against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or other Obligor has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (c) result from a claim not involving an act or omission of any Advance; (ii) any transaction in which any proceeds of all Obligor or any part of a Drawdown its Affiliates and that is applied; brought by an Indemnitee against another Indemnitee (other than the Agent acting in its capacity as such) or (iiid) result from any Event Erroneous Payment so long as Obligors are otherwise in compliance with Section 8.6(h). Notwithstanding anything to the contrary in any of Default, including, without limitationthe Loan Documents, the reasonable fees obligations of Holdings and disbursements of counsel and all each other expenses incurred Obligor with respect to each indemnity given by it in connection with investigating, defending this Agreement or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent other Loan Documents shall survive the termination of this Agreement and payment in full of the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofObligations.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, members, partners, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Interim Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrower or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation under this subsection (a) for any Indemnified Matter at (x) to any Indemnitee caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given Indemnitee, as determined by a final judgment of a court of competent jurisdiction or (y) to any Lender or its Indemnitees arising directly from any action solely between or among the Borrower written notice thereofLenders.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) 160 #97889169v6 and their respective participants(other than disputes involving claims by or against the Administrative Agent or the Collateral Agent, in each case, in their respective capacities as such) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof or (z) other than in the defense case of the Agents and their Related Parties, that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any claims Taxes that represent losses, damages, etc. arising out of from any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofnon-Tax claim.

General Indemnity. In addition Each Obligor hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to Loan Documents, Agent’s Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the Lenders exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents), or (ii) results from an Obligor’s failure to observe, perform or discharge any of such Obligor’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees (x) under any Environmental Laws or (other provisions similar laws by reason of a Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances) or (y) under any Anti-Terrorism Laws, including any civil fines assessed against Agent or any Lender by any Governmental Authority as a result of conduct of an Obligor. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the Borrower shallexecution, to the fullest extent permitted by Applicable Lawdelivery, indemnify each issuance or recording of any of the other Loan Documents, 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 Agent and Lenders for the Lenderspayment of) all such Taxes, including any interest and penalties thereon, and their respective officers, directors, employees, representatives, shareholders, agents will indemnify and affiliates (hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any Indemnitee as used in this Section each an "Indemnified Party") from, hold each a direct and proximate result of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on its own gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofwillful misconduct.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants(other than disputes involving claims by or against the Administrative Agent or the Collateral Agent, in each case, in their respective capacities as such) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof or (z) other than in the defense case of the Agents and their Related Parties, that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any claims Taxes that represent losses, damages, etc. arising out of from any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofnon-Tax claim.

General Indemnity. In addition to any liability and without limitation ----------------- of the Borrower indemnity set forth in SECTION 11.1 and in addition to the Agent payment of ------------ expenses pursuant to SECTION 13.1, whether or not the Lenders under any other provisions of this Agreementtransactions contemplated ------------ hereby shall be consummated, the Borrower shallhereby indemnifies, to the fullest extent permitted by Applicable Law, indemnify exonerates and holds each of the Agent Indemnified Party free and the Lenders, harmless from and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, suits, costs, losses (excluding loss of profit), liabilities, damages or expense losses, damages, injuries, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and Attorneys' Fees and disbursements of counsel for any Indemnified Party in connection with any investigative, administrative or nature whatsoever but excluding those based judicial proceeding commenced or threatened, whether or not any of such Indemnified Parties shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner relating to or arising out of (a) this Agreement, any other Loan Document or any other agreements executed and delivered by Borrower, any Subsidiary of Borrower in connection herewith, the statements contained in any commitment letter delivered by any Lender, any Lender's agreement to make Credit Extensions hereunder, the use or intended use of any Letters of Credit, or the use or intended use of the proceeds of any of the Loans, (b) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, (c) the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of Borrower, any Subsidiary of Borrower as the result of any determination by a Lender pursuant to ARTICLE X not to fund any Credit --------- Extension) or (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by Borrower, or any of Borrower's Subsidiaries of all C:\84862\12960\0018.01F 12960.0018 970729 13:27 or any portion of the stock or assets of any Person, whether or not any Lender is party thereto (collectively, the "Indemnified Liabilities"); provided that ----------------------- Borrower shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Liabilities arising from the gross negligence or wilful misconduct of such Indemnified Party (Party. To the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by extent that the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultundertaking to indemnify, including, without limitation, the reasonable fees pay and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso hold harmless set forth in the preceding sentencesentence may be unenforceable because it violates any law or public policy, the Borrower shall be obligated contribute the maximum portion that it is permitted to pay or reimburse each under applicable law to the payment and satisfaction of all Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) Liabilities incurred by such the Indemnified Party in the defense Parties or any of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofthem.

General Indemnity. In addition Lessee hereby agrees to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreementindemnify, the Borrower shallreimburse, to the fullest extent permitted by Applicable Lawdefend and hold harmless each Indemnitee on a net after-tax basis, indemnify each of the Agent as provided in Section 10(e), within fifteen (15) days after demand from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them claims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, fines, other sanctions, and any reasonable costs and expenses, in connection herewith, including, without limitation, costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of them is designated the transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Engine to be a party thereto) "citizen of the United States" as a result of: defined under the Federal Aviation Act and the regulations -75- 76 for Lessee's liability with respect to Taxes), (iiv) any actual Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or proposed use by the Borrower design of the proceeds Engine), (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of any Advance; this Lease has been terminated or has expired and the return is not related to an Event of Default, (iivi) any transaction in an underlying act which any proceeds occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising from or related to Lessor's granting or creating a Drawdown Lessor's Lien or the granting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, Lessee shall be subrogated to all rights and remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as -76- 77 and to the extent such Indemnitee is applied; responsible under the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the Engine or any Part thereof, either in the air or on the ground, or which may be caused by any defect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not the Engine or such Part is at the time in the possession of Lessee, and regardless of the location of the Engine at any such time except to the extent that such Claim results from (i) the gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Engine, any Operative Document, any Purchase Document or any Financing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Event of DefaultTaxes, including, without limitation, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the reasonable fees Tax Indemnification Agreement (it being understood that Section 10 hereof and disbursements of counsel and all other expenses incurred in connection the Tax Indemnification Agreement exclusively provide for Lessee's liability with investigating, defending or preparing respect to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesTaxes), claim, demand or cause of action; provided, that (iv) any Claim which relates solely to events which occurred prior to but excluding the occurrence Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Borrower shall only be obligated to pay Aircraft, the reasonable fees and disbursements of counsel engaged by Airframe, any Engine, or any Part, or in the Agent to represent all of Financing Documents, the Agent and Purchase Documents or the Lenders. Subject Operative Documents (except as contemplated under or pursuant to the proviso in the preceding sentenceOperative Documents, the Borrower shall Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be obligated entitled to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in conduct the defense of any claims arising out Claim against it; provided, however, that Lessee shall, at the request of any Indemnity Matter Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the time defense of such costs Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section. Nothing in this Section shall be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease or any of the other Operative Documents and are incurred expressly made for the benefit of and such Indemnified Party has given the Borrower written notice thereofshall be enforceable by each Indemnitee.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, members, partners, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Interim Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation under this subsection (a) for any Indemnified Matter at (x) to any Indemnitee caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given Indemnitee, as determined by a final judgment of a court of competent jurisdiction or (y) to any Lender or its Indemnitees arising directly from any action solely between or among the Borrower written notice thereofLenders.

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Lender and their respective officersits shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an the "Indemnified PartyINDEMNIFIED PARTIES") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, reasonable strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to attorneys' fees and expensesother costs of defense) (the "LOSSES") imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter at way relating to any one or more of the time such costs following (but excluding Losses arising out of Lender's gross negligence or willful misconduct): (a) ownership of this Instrument or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any Rents; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby; (c) any and expenses are incurred all lawful action that may be taken by Lender in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and such Barter Exchange Transactions, which may be required in connection with this Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Instrument is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party has given of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the loan evidenced by the Note; or (m) any misrepresentation made by Borrower written notice thereofin any of the Loan Documents. Any amounts payable to Lender by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at rate then applicable to principal outstanding under the Note.

General Indemnity. In addition Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each thereof from (whether or not the transactions contemplated herein or in any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them forLessee Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, proceedings out-of-pocket costs, expenses and disbursements (including any investigations, litigation or inquiriesreasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), claimsof whatsoever kind and nature (collectively called “Expenses”) imposed on, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against any Indemnitee, in any way relating to or involve arising out of (A) any of them the Operative Documents or the Lessee Documents or any of the transactions contemplated thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of any Aircraft, Airframe, airframe, the Engine or any Part, (C) any Aircraft, Airframe or airframe (or any portion of any thereof) or the Engine or any Part whether or not arising out of the finance, refinance, ownership, delivery, nondelivery, storage, sublease, possession, use, non-use, operation, maintenance, registration, reregistration, condition, modification, alteration, replacement, repair, substitution, sale, return or other disposition of any Xxxxxxxx, Xxxxxxxx, airframe (or any portion of any thereof) or the Engine or any Part) including, without limitation, latent or other defects, whether or not discoverable, strict tort liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; provided that the foregoing indemnity as to any Indemnitee shall not extend to any Expense to the extent resulting from or arising out of or attributable to one or more of the following: (A) any representation or warranty by such Indemnitee in the Operative Documents being incorrect in any material respect, or (B) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of them is designated the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a party theretoLessor Lien (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) as a result of: attributable to it (i) any actual or proposed use except to the extent such failure was caused by the Borrower failure of Lessee to perform any obligation under a Lessee Document), or (C) the proceeds willful misconduct of such Indemnitee, or (D) with respect to any Advance; (ii) any transaction in which any proceeds Indemnitee, a disposition by such Indemnitee of all or any part of such Indemnitee’s interest in the Engine or in the Operative Documents other than during the continuance of a Drawdown is applied; Default or an Event of Default under the Lease, or (iiiE) except to the extent relating to the payment of any Event Expenses on an After-Tax Basis, any Tax whether or not Lessee is required to indemnify for such Tax pursuant to Section 29(b) hereof, or (F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events which occur with respect to the Engine or any Part after the return of Defaultphysical possession of the Engine or such Part to Lessor pursuant to the terms of the Lease. Lessee further agrees to indemnify Lessor against, includingand agrees to protect, without limitationdefend, save and keep harmless Lessor from (whether or not the reasonable fees transactions contemplated herein or in any of the other Lessee Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements of counsel whatsoever kind and all nature imposed on, incurred by or asserted against Lessor pursuant to any indemnification obligations of Lessor under any agreement with any other expenses incurred person relating to the Engine or any Aircraft or Airframe on which it is installed. Lessee further agrees that any payment or indemnity pursuant to this Section 29(c) in connection with investigatingrespect of any Expenses or other amounts payable by Lessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, defending by reason of any Expense payment made to or preparing for the account of an Indemnitee by Lessee pursuant to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesthis Section 29(c), claimsuch Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing such payment, demand such Indemnitee shall promptly pay to Lessee, but only if Lessee shall have made all payments then due and owing to such Indemnitee under the Lessee Documents, an amount equal to the sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or cause credit, and (II) the actual reduction in Taxes realized by such Indemnitee as a result of actionany payment made by such Indemnitee pursuant to this sentence; provided, however, that prior no Indemnitee shall be obligated to make any payment pursuant to this sentence to the occurrence extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Lessee to such Indemnitee under this Section 29(c) less (ii) the aggregate amount of all prior payments with respect to such Tax by such Indemnitee to Lessee pursuant to this sentence, with any excess being carried forward to offset Lessee’s obligations, if any, to make subsequent payments to such Indemnitee under this Section 29(c). Nothing in this Section 29(c) shall be construed as a guaranty by Lessee of the residual value of the Engine. If a claim is made against an Event Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon receiving such notice, give notice of Defaultsuch claim to Lessee and Lessor; provided that the failure to provide such notice shall not release Lessee from any of its obligations to indemnify hereunder, and no payment by Lessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of any right or remedy which Lessee may have against such Indemnitee for any actual damages as a result of the Borrower failure by such Indemnitee to give Lessee such notice. Lessee shall only be obligated entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance, provided that Lessee has requested such severance and agrees to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' counsel fees and expensesdisbursements) incurred by such Indemnified Party Indemnitee, if any, in connection with such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Engine or on any Aircraft, Airframe or airframe on which the Engine is installed, or (O) if such proceeding could in the defense good faith opinion of such Indemnitee entail any risk of civil liability or criminal liability or present a conflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 29(c). Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Lessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 29(c). Lessee shall supply the affected Indemnitee and Lessor with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 29(c). Upon payment in full of any Expense or Tax pursuant to this Section 29, Lessee, or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims arising out the affected Indemnitee may have relating thereto; provided that Lessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. Such Indemnitee agrees to give such further reasonable assurances or agreements and to provide such reasonable cooperation to Lessee or the insurers to permit Lessee or the insurers to pursue such claims, if any, to the extent reasonably requested by Lessee or the insurers. In the event that Lessee shall have paid an amount to an Indemnitee pursuant to this Section 29(c), and such Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall promptly pay to Lessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Lessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any Indemnity Matter at reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Lessor shall not be obligated to make any payment pursuant to this Section 29(c) to the time extent that the amount of such costs payment would exceed (i) the aggregate amount of all prior payments by Lessee to Lessor under this Section 29(c) less (ii) the aggregate amount of all prior payments by Lessor to Lessee pursuant to this Section 29(c), with any excess being carried forward to offset Lessee’s obligations, if any, to make subsequent payments to Lessor under this Section 29(c); provided, further, that such Indemnitee shall have no obligation to reimburse Lessee if (i) a Default or an Event of Default has occurred and expenses are incurred is continuing or if the Airline Services Agreement shall have been terminated or canceled or shall have terminated in accordance with its terms or (ii) Lessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnified Party has given Indemnitee from Lessee under any of the Borrower written notice thereofOperative Documents or Lessee Documents. Lessee’s obligations under the indemnities provided for in this Lease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee pursuant to any provision of this Lease may proceed directly against Lessee without first seeking to enforce any other right of indemnification.

General Indemnity. In addition to any liability the payment of expenses pursuant to SECTION 13.1, whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower shallCompany hereby indemnifies, to exonerates and holds the fullest extent permitted by Applicable LawAgent, indemnify the Agent-Related Parties, each Bank and each other holder of a Note, and each of the Agent and the Lenders, and their respective its officers, directors, employeesemployees and agents (collectively, representatives, shareholders, agents and affiliates (as used in this Section each an the "Indemnified PartyINDEMNIFIED PARTIES") from, hold each of them free and harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, suits, costs, losses (excluding loss of profit), liabilities, damages or expense losses, damages, injuries, expenses and claims of any and every kind whatsoever (including, without limitation, reasonable court costs and Attorneys' Fees and disbursements of counsel for any Indemnified Party in connection with any investigative, administrative or nature whatsoever but judicial proceeding commenced or threatened, whether or not any of such Indemnified Parties shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner relating to or arising out of (a) this Agreement, any other Loan Document or any other agreements executed and delivered by the Company, any Material Subsidiary of the Company or any other Obligor in connection herewith, (b) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Credit Extension, (c) the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (excluding those based any successful action brought by or on behalf of the Company, any Subsidiary of the Company or any other Obligor as the result of any determination by the Bank pursuant to ARTICLE X not to make any requested Credit Extension) or (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Company, any other Obligor or any of Company's Material Subsidiaries of all or any portion of the stock or assets of any Person, whether or not the Agent or a Bank is party thereto (collectively, the "INDEMNIFIED LIABILITIES"); provided that the Company shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Liabilities arising from the gross negligence or wilful misconduct of such Indemnified Party (Party. To the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by extent that the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultundertaking to indemnify, including, without limitation, the reasonable fees pay and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso hold harmless set forth in the preceding sentencesentence may be unenforceable because it violates any law or public policy, the Borrower Company shall be obligated contribute the maximum portion that it is permitted to pay or reimburse each under applicable law to the payment and satisfaction of all Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) Liabilities incurred by such the Indemnified Party in the defense Parties or any of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofthem.

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower Trustor shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Beneficiary and their respective officersits members or shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an "the “Indemnified Party"Parties”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys' ’ fees and expensesother costs of defense) (the “Losses”) imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter way relating to any one or more of the following (but excluding: (i) Losses arising out of Beneficiary’s gross negligence or willful misconduct; or (ii) Losses arising under CERCLA, the Model Toxic Control Act of the State of Washington (“MTCA”) or any other environmental law), (a) ownership of this Deed of Trust or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any rent or any other amount to be paid by Trustor as “Tenant” under the Casino Lease; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby (except any of the same required for a Secondary Market Transaction); (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease (except to the extent that the same arises by reason of events occurring after Beneficiary shall have succeeded to the interests of Trustor); (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the Loans evidenced by the Notes; or (m) any misrepresentation made by Trustor in any of the Loan Documents. Any amounts payable to Beneficiary by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at the time such costs rate then applicable to principal outstanding under the Notes. The foregoing indemnitees shall survive payment of the indebtedness secured hereby and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.reconveyance of this Deed of Trust. Leasehold Deed of Trust – Golden Nugget Tukwila

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or the Lenders under any other provisions of this AgreementSection 10.3, Lessee agrees to pay, defend and indemnify and hold Lessor, Trust Company, Lenders, the Borrower shallAdministrative Agent, to the fullest extent permitted by Applicable Law, indemnify each of the Collateral Agent and the Lenders, Certificate Holders and their respective officersAffiliates, directors, employees, representatives, shareholders, agents successors and affiliates assigns (as used in this Section including any consolidated or combined group of which any such Person is a member) (each an a "Indemnified PartyTax Indemnitee") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, on an After-Tax Basis from any and all actionsFederal, suitsstate, proceedings (including any investigationslocal and foreign taxes, litigation or inquiries)excise taxes, claimsfees, demandswithholdings, causes of actionlevies, costsdocumentary stamps imposts, losses (excluding loss of profit)duties, liabilitiesassessments, damages or expense penalties and charges of any kind and nature whatsoever, together with any penalties, fines or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party interest thereon (the herein called "Indemnity MattersTaxes") which may be incurred by howsoever imposed, whether levied or imposed upon or asserted against or involve a Tax Indemnitee, Lessee, any Item of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all Equipment, or any part thereof, by any federal, state or local government or taxing authority in the United States, or by any taxing authority of a Drawdown is applied; foreign country or subdivision thereof, upon or with respect to (a) the Items of Equipment, any Item of Equipment or any part thereof, (b) the manufacture, construction, ordering, transfer, ownership, transfer of ownership, titling or re-titling, registration or re-registration, delivery, leasing, subleasing, possession, use, operation, maintenance, storage, removal, return, mortgaging, granting of any interest in, transfers of title to, acquisition, sale or other disposition of licensing, documentation, repossession, sale or other acquisition or disposition of the Items of Equipment, any Item of Equipment or any part thereof, (c) the revenues, rent, receipts or earnings arising from any Item of Equipment or any part thereof, (d) any Operative Document, (e) any Lease Payment, Availability Fee or Supplemental Payment or any payment made to a Lender by Lessor, Lessee, Certificate Holders or Trust Company pursuant to the Operative Documents, or (iiif) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred otherwise in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all respect of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay Operative Documents or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of thereof or any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereoftransaction or transactions contemplated hereby or thereby.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by rights which any such Person may have hereunder or under Applicable Law, but subject to Section 8.06, Seller hereby agrees to indemnify each of and hold harmless Buyer, Buyer’s Affiliates, the Seller, Administrative Agent and any Secured Party under the LendersReceivables Purchase Agreement and all of their respective successors, transferees, participants and assigns, and their respective all officers, members, managers, directors, employees, representatives, shareholders, officers, employees and agents and affiliates of any of the foregoing (as used in this Section each an "“Originator Indemnified Party") from”), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the liabilities and related reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitationincluding reasonable and documented Attorney Costs, and reasonable attorneys' consultants’ and accountants’ fees and expensesdisbursements (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of, resulting from, relating to or in connection with the defense Transaction Documents, any of the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, the issuance or drawing of any claims Letter of Credit or otherwise arising out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor, Seller or any Indemnity Matter at Affiliate of any of them; provided, notwithstanding anything to the time such costs contrary in this Article VII, excluding Originator Indemnified Amounts solely to the extent (x) resulting solely from the gross negligence or willful misconduct on the part of Seller Indemnified Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) that constitute recourse with respect to a Receivable or the Related Assets by reason of an Event 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, Seller shall pay on demand indemnify, subject to the express limitations set forth in this Section 7.01, and expenses are incurred and such hold harmless Seller Indemnified Party has given the Borrower written notice thereof.for any and all amounts necessary to indemnify Seller Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to, resulting from or in connection with:

General Indemnity. (a) In addition to any liability the payment of expenses pursuant to Section 9.17, whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower Borrower, at its sole cost and expense, shall, to the fullest extent permitted by Applicable Lawjointly and severally, indemnify each of the Agent protect, indemnify, reimburse, defend and the Lenderspay and hold harmless Lender and its officers, and their respective officerspartners, members, directors, trustees, advisors, employees, representativesagents, shareholderssub-agents, agents Affiliates, and affiliates each Person who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (as used in this Section each an "collectively, the “Indemnified Party"Parties”) fromfor, hold each of them harmless against from and promptly upon written demand therefor pay or reimburse each of them against, and shall be responsible for, any and all actions, suits, proceedings (including Damages payable by any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense Indemnified Party to any third party of any kind or nature whatsoever but excluding those whatsoever, whether direct, indirect, special or consequential and whether based on gross negligence any federal, state or wilful misconduct of such Indemnified Party foreign laws, statutes, rules or regulations (the "Indemnity Matters") including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, which may be imposed on, incurred by by, or asserted against or involve any of them (whether the Indemnified Parties, in any way relating to or not any arising out of them is designated a party thereto) as a result of: (i) any actual the making or proposed use by the Borrower holding or enforcement of the proceeds Loan by Lender or the administration of any Advancethe Transaction; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all ownership of the Agent and Note(s) or the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses Mortgages (including, without limitation, reasonable attorneys' fees any tax on the making and/or recording of any of the Loan Documents), or any interest in any Property or receipt of any rents or Revenues; (iii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about any Property any part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any failure on the part of Borrower or Sponsor to perform or comply with any of the terms of the Loan Documents to which they are a party; (vi) performance of any labor or services or the | NY\1631294.13 mle xx xxxx Loan Agreement|| furnishing of any materials or other property in respect of any Property or any part thereof; (vii) any failure of any Property, Borrower or Sponsor to comply with any Legal Requirements; (viii) any representation or warranty made by Borrower or Sponsor in any of the Loan Documents being false or misleading in any material respect as of the date such representation or warranty was made; (ix) any Use or Release of Hazardous Substances; (x) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Property or any part thereof under any legal requirement or any liability asserted against any Indemnified Party with respect thereto; and expenses(xi) incurred any and all claims and demands whatsoever that may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on such party’s part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, in each case, to the extent resulting, directly or indirectly, from any claim (including, without limitation, any Environmental Claim) made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofParty.

General Indemnity. In addition to any liability of The Company shall indemnify the Borrower to Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.5.5. In addition, the Company shall indemnify each Lender, the Agent, the Syndication Agent, the Documentation Agent, the Joint Lead Arrangers or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify Co-Arranger each of the Lenders' or the Agent's directors, officers and employees, agents, attorneys, accountants, consultants and Affiliates and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and the Lenderseach of such directors, and their respective officers, directors, employees, representativesagents, shareholdersattorneys, agents accountants, consultants and affiliates (Affiliates and control Persons is referred to as used in this Section each an "Indemnified Party") from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suitsdamages, proceedings liabilities and reasonable expenses (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with investigating(a) the Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, defending or preparing to defend (b) any such action, suit, proceeding (including any investigations, litigation or inquiries)investigation involving the Company, claimany of its Subsidiaries or their Affiliates, demand or cause any officer, director or employee thereof, (c) the existence or exercise of actionany security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that prior the foregoing indemnity shall not apply (i) to litigation commenced by the Company against the Lenders or the Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by Lenders or the Agent to represent all in a final nonappealable judgment by a court of the Agent and the Lenders. Subject competent jurisdiction or (ii) to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (includingdamages, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs liabilities and expenses are incurred and determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party has given the Borrower written notice thereofParty's gross negligence or willful misconduct. THE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or the Lenders under any other provisions of this Agreementlimitations contained in Sections 8.6.1 and 8.6.2, the Borrower shallStockholder hereby agrees to indemnify the Purchaser and its affiliates (including after the Closing, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the LendersCompany), and their respective stockholders, officers, directors, employees, agents, representatives, shareholders, agents successors and affiliates assigns (as used in this Section each an other than the Stockholder) (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, hold each and to pay on behalf of them harmless against and promptly upon written demand therefor pay or reimburse each of them the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, proceedings (including any investigationsjudgments, litigation or inquiries)settlements, claimspenalties, demandsinterest, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses (including, without limitation, reasonable attorneys', accountants' fees and expensesexpert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by such the Purchaser Indemnified Party Parties as a consequence of, in the defense of any claims connection with, incident to, resulting from or arising out of or in any Indemnity Matter way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by the Stockholder at the time such costs and expenses are incurred and such Indemnified Party has given Closing; (b) any breach or failure by the Borrower written notice thereofStockholder to comply with perform or discharge any obligation, agreement or covenant by the Stockholder contained in this Agreement; (c) any litigation, claim or other item disclosed on Schedule 3.10 to this Agreement; (d) any litigation, claim or other item disclosed on Schedule 3.19.6 to this Agreement; or (e) the Company's EPU Program as described on Schedule 3.3.2, including any litigation or claim relating to the EPU Program or the termination of the Company's obligations thereunder.

General Indemnity. In addition to any liability and without limitation of the Borrower indemnity set forth in SECTION 11.1 and in addition to the Agent payment of expenses pursuant to SECTION 13.1, whether or not the Lenders under any other provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower shallhereby indemnifies, to the fullest extent permitted by Applicable Law, indemnify exonerates and holds each of the Agent Indemnified Party free and the Lenders, harmless from and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, suits, costs, losses (excluding loss of profit), liabilities, damages or expense losses, damages, injuries, expenses and claims of any and every kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneyscourt costs and Attorneys' fees Fees and expenses) incurred by such disbursements of counsel for any Indemnified Party in the defense connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnified Parties shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any claims Indemnified Party, in any manner relating to or arising out of (a) this Agreement, any Indemnity Matter at other Loan Document or any other agreements executed and delivered by Borrower, any Subsidiary of Borrower or any other Obligor in connection herewith, the time such costs statements contained in any commitment letter delivered by any Lender, any Lender's agreement to make Credit Extensions hereunder, the use or intended use of any Letters of Credit, or the use or intended use of the proceeds of any of the Loans, (b) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, (c) the entering into and expenses are incurred performance of this Agreement and any other Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of the Borrower, any Subsidiary of Borrower or any other Obligor as the result of any determination by a Lender pursuant to ARTICLE X not to fund any Credit Extension) or (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrower, any other Obligor or any of the Borrower's Subsidiaries of all or any portion of the stock or assets of any Person, whether or not any Lender is party thereto (collectively, the "Indemnified Liabilities"); provided that the Borrower shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Liabilities arising from the gross negligence, bad faith or willful misconduct of such Indemnified Party has given Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower written notice thereofshall 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 Indemnified Parties or any of them.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by rights which any such Person may have hereunder or under Applicable Law, each Seller, jointly and severally, hereby agrees to indemnify and hold harmless Buyer Agent, each Buyer, their respective Affiliates and all of the Agent their respective successors, transferees, participants and the Lendersassigns, and their respective all officers, members, managers, directors, employees, representatives, shareholders, employees and agents and affiliates of any of the foregoing (as used in this Section each an "“Indemnified Party") fromPerson”), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the liabilities and related reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (includingincluding all filing fees, without limitation, reasonable attorneys' fees Attorney Costs and expensesTaxes (other than Excluded Taxes)) (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 in connection with the Transaction Agreements, any of the transactions contemplated thereby, the ownership, maintenance or purchasing of any Purchased Note, or any actions or inactions of Seller Agent, Guarantor, any Seller or any Affiliate of any of them in connection with any of the foregoing; provided, however, notwithstanding anything to the contrary in this Article 9, no such Seller shall be responsible for Indemnified Amounts solely to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party Person, as determined by a final non-appealable judgment by a court of competent jurisdiction, as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting the foregoing, each Seller, jointly and severally, shall indemnify, subject to the express limitations set forth in the defense of this Section 9.1, and hold harmless each Indemnified Person for any claims and all Indemnified Amounts arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.of, relating to or in connection with:

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity Matter at such Loans or the time such costs Borrower’s use of the proceeds thereof, (iii) the Agents and expenses are incurred and such Indemnified Party has given the Lenders relying on any instructions of the Borrower written notice or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof.. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim. 154

General Indemnity. In addition to any liability of the Borrower to the Agent or The Obligors will, jointly and severally, indemnify the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, from any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party losses and reasonable expenses (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred in connection with investigatingof litigation or preparation therefor) resulting from the violation by the Borrower of Section 2.6. The Obligors will also, defending or preparing jointly and severally, indemnify each Lender, each of the Lenders’ directors, officers and employees, and each Person, if any, who controls any Lender (each Lender and each of such directors, officers, employees and control Persons is referred to defend as an “Indemnified Party”) and hold each of them harmless from and against any such actionand all claims, suitdamages, proceeding liabilities, losses and reasonable expenses (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each with whom any Indemnified Party for may consult in connection therewith and all out-of-pocket costs and reasonable expenses (including, without limitation, reasonable attorneys' fees and expensesof litigation or preparation therefor) incurred by such which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the defense Indemnified Party’s compliance with or contest of any claims arising out subpoena or other process issued against it in any proceeding involving any Restricted Company or Affiliates, (b) any litigation or investigation involving the Restricted Companies or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any Indemnity Matter at security rights with respect to the time Credit Security in accordance with the Credit Documents or (d) this Agreement, any other Credit Document or any transactions contemplated hereby or thereby, other than (i) litigation commenced by the Borrower against the Lenders which seeks enforcement of any of the rights of the Borrower hereunder or under any other Credit Document and is determined adversely to the Lenders in a final nonappealable judgment and (ii) to the extent such costs claims, damages, liabilities, losses and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofresult from a Lender’s gross negligence or willful misconduct.

General Indemnity. In addition to The Borrower shall indemnify the Administrative Agent (and any liability sub- agent thereof) and each Lender, each Swap Lender, each Cash Management Lender, each Creditcard Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower to the Agent or the Lenders under any other provisions Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower shallor any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries)that such losses, claims, demandsdamages, causes liabilities or related expenses (x) are determined by a court of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnified Party Indemnitee or (the "Indemnity Matters"у) which may be incurred by or asserted against or involve any of them (whether or not any of them is designated result from a party thereto) as a result of: (i) any actual or proposed use claim brought by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part other Loan Party against an Indemnitee for breach in bad faith of a Drawdown is applied; such Indemnitee's obligations hereunder or (iii) under any Event of Defaultother Loan Document, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, if the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Loan Party has given the Borrower written notice thereofobtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

General Indemnity. In addition to the payment of expenses pursuant to ----------------- Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrowers hereby jointly and severally agree to defend, indemnify, pay and hold Lender and any liability holder(s) of the Borrower to the Agent or the Lenders under any other provisions of this AgreementRevolving Credit Note, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates of Lender and such holder(s) (as used in this Section each an collectively, the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense expenses and disbursements of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred for such Indemnitees in connection with investigatingany investigative, defending administrative or preparing to defend any judicial proceeding commenced or threatened, whether or not such action, suit, proceeding (including any investigations, litigation or inquiriesIndemnitees shall be designated a party thereto), claimthat may be imposed on, demand incurred by or cause asserted against the Indemnitees, in any manner relating to or arising out of action; providedthis Agreement, that prior to any other Transaction Document and/or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by any of the occurrence of an Event of DefaultBorrowers and/or any other Obligor in connection herewith or therewith, the Borrower shall only be obligated statements contained in any commitment letters delivered by Lender, Lender's agreement to pay make Loans and/or issue Letters of Credit under this Agreement or the reasonable fees and disbursements of counsel engaged by the Agent to represent all use or intended use of the Agent proceeds of any Loan or of any Letter of Credit under this Agreement (collectively, the "indemnified liabilities"); provided that Borrowers 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 nonappealable order. To the extent that the undertaking to indemnify, pay and the Lenders. Subject to the proviso hold harmless set forth in the preceding sentencesentence may be unenforceable because it is violative of any law or public policy, each of the Borrower Borrowers shall be obligated contribute the maximum portion that it is permitted to pay or reimburse each Indemnified Party for and satisfy under applicable law to the payment and satisfaction of all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) indemnified liabilities incurred by such Indemnified Party the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7.05 shall survive satisfaction and payment of the defense Borrowers' Obligations and the termination of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofthis Agreement.

General Indemnity. In addition Each Obligor hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to Loan Documents, Agent's Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the Lenders exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents), or (ii) results from an Obligor's failure to observe, perform or discharge any of such Obligor's covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees (x) under any Environmental Laws or (other provisions similar laws by reason of a Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances) or (y) under any Anti-Terrorism Laws, including any civil fines assessed against Agent or any Lender by any Governmental Authority as a result of conduct of an Obligor. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the Borrower shallexecution, to the fullest extent permitted by Applicable Lawdelivery, indemnify each issuance or recording of any of the other Loan Documents, 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 Agent and Lenders for the Lenderspayment of) all such Taxes, including any interest and penalties thereon, and their respective officers, directors, employees, representatives, shareholders, agents will indemnify and affiliates (hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any Indemnitee as used in this Section each an "Indemnified Party") from, hold each a direct and proximate result of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on its own gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofwillful misconduct.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants(other than disputes involving claims by or against the Administrative Agent or the Collateral Agent, in each case, in their respective capacities as such) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof or (z) other than in the defense case of the Agents and their Related Parties, that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any claims Taxes that represent losses, damages, etc. arising out of from any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.non-Tax claim. 141

General Indemnity. In addition to any liability of The Borrower shall indemnify the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify Lender and each of the Agent and the LendersLender's directors, and their respective officers, directors, employees, representativesagents, shareholdersattorneys, agents accountants, consultants and affiliates each Person, if any, who controls the Lender (each Lender and each of such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons is referred to as used in this Section each an "“Indemnified Party"”) from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suitsdamages, proceedings liabilities and reasonable expenses (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with investigating(a) the Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving Holdings or any of its Subsidiaries or their Affiliates, defending or preparing to defend (b) any such action, suit, proceeding (including any investigations, litigation or inquiries)investigation involving Holdings or any of its Subsidiaries or their Affiliates, claimor any officer, demand director or cause employee thereof, (c) the existence or exercise of actionany security rights with respect to the collateral under the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that prior the foregoing indemnity shall not apply to litigation or arbitration proceeding commenced by the Borrower against the Lender which seeks enforcement of any of the rights of the Borrower hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject Lender in a final nonappealable judgment or to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs damages, liabilities and expenses (includingresult from an Indemnified Party's gross negligence, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party willful misconduct or bad faith as determined in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofa final nonappealable judgment.

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or the Lenders under any other provisions ------------------ of this AgreementSection 10.3, the Borrower shallLessee agrees to pay, to the fullest extent permitted by Applicable Lawdefend and indemnify and hold Lessor, indemnify each of the Indenture Trustee, Administrative Agent and the Lenders, Collateral Agent and their respective officersAffiliates, directors, employees, representatives, shareholders, agents successors and affiliates assigns (as used in this Section including any consolidated or combined group of which any such Person is a member) (each an a "Indemnified PartyTax Indemnitee") from, hold each of them -------------- harmless against and promptly upon written demand therefor pay or reimburse each of them for, on an After-Tax Basis from any and all actionsfederal, suitsstate, proceedings (including any investigationslocal and foreign taxes, litigation or inquiries)excise taxes, claimsfees, demandswithholdings, causes of actionlevies, costsdocumentary stamps, losses (excluding loss of profit)imposts, liabilitiesduties, damages or expense assessments, penalties and charges of any kind and nature whatsoever, together with any penalties, fines or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party interest thereon (the herein called "Indemnity MattersTaxes") which may be incurred howsoever imposed, whether levied or imposed upon or asserted ----- against a Tax Indemnitee, Lessee, any Item of Equipment, or any part thereof, by any federal, state or local government or taxing authority in the United States, or by any taxing authority of a foreign country or subdivision thereof, upon or with respect to (i) the Items of Equipment, any Item of Equipment or any part thereof, (ii) the manufacture, construction, ordering, transfer, ownership, transfer of ownership, titling or retitling, registration or re-registration, delivery, leasing, subleasing, possession, use, operation, maintenance, storage, removal, return, mortgaging, granting of any interest in, transfers of title to, acquisition, sale or other disposition of licensing, documentation, repossession, sale or other acquisition or disposition of the Items of Equipment, any Item of Equipment or any part thereof, (iii) the revenues, rent, receipts or earnings arising from any Item of Equipment or any part thereof, (iv) any Operative Document, (v) any Lease Payment or Supplemental Payment or any payment made to Lessor, Indenture Trustee or any Tranche A Noteholder, any Tranche B Lender, by Lessor or Lessee pursuant to the Operative Documents, or (vi) otherwise in respect of the Operative Documents or any thereof or any transaction or transactions contemplated hereby or thereby. Lessee further agrees to defend and indemnify and hold Lessor harmless on an After-Tax Basis from any and all Taxes howsoever imposed, whether levied or imposed upon or asserted against any Person by any federal, state or involve local government or taxing authority in the United States, or by any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part taxing authority of a Drawdown is applied; foreign country or (iii) any Event of Default, including, without limitation, subdivision thereof against which Lessor has agreed to indemnify such Person under the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Lessor Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofAgreement.

General Indemnity. In addition Sublessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each thereof from (whether or not the transactions contemplated herein or in any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them forSublessee Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, proceedings out-of-pocket costs, expenses and disbursements (including any investigations, litigation or inquiriesreasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), claimsof whatsoever kind and nature (collectively called “Expenses”) imposed on, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against any Indemnitee, in any way relating to or involve arising out of (A) any of them the Operative Documents or the Sublessee Documents or any of the transactions contemplated thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of the Aircraft, Airframe or any Engine or Part, (C) the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) whether or not arising out of the finance, refinance, ownership, delivery, nondelivery, storage, sublease, possession, use, non-use, operation, maintenance, registration, reregistration, condition, modification, alteration, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine or Part affixed to the Airframe) including, without limitation, latent or other defects, whether or not discoverable, strict tort liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; provided that the foregoing indemnity as to any Indemnitee shall not extend to any Expense to the extent resulting from or arising out of or attributable to one or more of the following: (A) any representation or warranty by such Indemnitee in the Operative Documents being incorrect in any material respect, or (B) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of them is designated the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a party theretoSublessor Lien (including for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens) as a result of: attributable to it (i) any actual or proposed use except to the extent such failure was caused by the Borrower failure of Sublessee to perform any obligation under a Sublessee Document), or (C) the proceeds willful misconduct of such Indemnitee, or (D) with respect to any Advance; (ii) any transaction in which any proceeds Indemnitee, a disposition by such Indemnitee of all or any part of such Indemnitee’s interest in the Airframe, any Engine or in the Operative Documents other than during the continuance of a Drawdown is applied; Default or an Event of Default under the Sublease, or (iiiE) except to the extent relating to the payment of any Event Expenses on an After-Tax Basis, any Tax whether or not Sublessee is required to indemnify for such Tax pursuant to Section 29(b) hereof, or (F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events which occur with respect to the Airframe or any Engine or Part after the return of Defaultphysical possession of the Airframe or such Engine or Part to Sublessor pursuant to the terms of the Sublease. Sublessee further agrees to indemnify Sublessor against, includingand agrees to protect, without limitationdefend, save and keep harmless Sublessor from (whether or not the reasonable fees transactions contemplated herein or in any of the other Sublessee Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements of counsel whatsoever kind and nature imposed on, incurred by or asserted against Sublessor pursuant to Section 7(c) of the Participation Agreement. [In addition, notwithstanding the termination of the Predecessor Lease [and the Original Predecessor Lease], Sublessee hereby confirms and agrees that Sublessee remains fully obligated with respect to any and all claims asserted by Sublessor and any Indemnitee (as such term is defined in the Predecessor Lease [or in the Original Predecessor Lease, as the case may be]) pursuant to Section 29(c) of the Predecessor Lease [or pursuant to Section 29(c) of the Original Predecessor Lease, as the case may be].] Sublessee further agrees that any payment or indemnity pursuant to this Section 29(c) in respect of any Expenses or other expenses incurred in connection with investigatingamounts payable by Sublessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, defending by reason of any Expense payment made to or preparing for the account of an Indemnitee by Sublessee pursuant to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesthis Section 29(c), claimsuch Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing such payment, demand such Indemnitee shall promptly pay to Sublessee, but only if Sublessee shall have made all payments then due and owing to such Indemnitee under the Sublessee Documents, an amount equal to the sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or cause credit, and (II) the actual reduction in Taxes realized by such Indemnitee as a result of actionany payment made by such Indemnitee pursuant to this sentence; provided, however, that prior no Indemnitee shall be obligated to make any payment pursuant to this sentence to the occurrence extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Sublessee to such Indemnitee under this Section 29(c) less (ii) the aggregate amount of all prior payments with respect to such Tax by such Indemnitee to Sublessee pursuant to this sentence, with any excess being carried forward to offset Sublessee’s obligations, if any, to make subsequent payments to such Indemnitee under this Section 29(c). Nothing in this Section 29(c) shall be construed as a guaranty by Sublessee of the residual value of the Aircraft. If a claim is made against an Event Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon receiving such notice, give notice of Defaultsuch claim to Sublessee and Sublessor; provided that the failure to provide such notice shall not release Sublessee from any of its obligations to indemnify hereunder, and no payment by Sublessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of any right or remedy which Sublessee may have against such Indemnitee for any actual damages as a result of the Borrower failure by such Indemnitee to give Sublessee such notice. Sublessee shall only be obligated entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance, provided that Sublessee has requested such severance and agrees to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' counsel fees and expensesdisbursements) incurred by such Indemnified Party Indemnitee, if any, in connection with such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, Sublessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default or an Event of Default (as such term is defined in the defense Head Lease) or a Default (as such term is defined in the Head Lease) of the type referred to in Section 14(a), 14(b) or 14(e) of the Head Lease shall have occurred and be continuing, (N) if such proceedings will involve a risk of the sale, forfeiture or loss of, or the creation of any claims arising out Lien (other than a Permitted Lien) on the Aircraft, the Trust Indenture Estate or the Trust Estate or any part thereof, or (O) if such proceeding could in the good faith opinion of such Indemnitee entail any risk of civil liability or criminal liability or present a conflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Sublessee pursuant to the preceding provisions. The affected Indemnitee shall supply Sublessee with such information reasonably requested by Sublessee as is necessary or advisable for Sublessee to control or participate in any proceeding to the extent permitted by this Section 29(c). Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Sublessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Sublessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 29(c). Sublessee shall supply the affected Indemnitee and Sublessor with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 29(c). Upon payment in full of any Indemnity Matter at Expense or Tax pursuant to this Section 29, Sublessee, or, if any Expense or Tax has been paid by insurers, the time insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating thereto; provided that Sublessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. Such Indemnitee agrees to give such costs further reasonable assurances or agreements and expenses are incurred to provide such reasonable cooperation to Sublessee or the insurers to permit Sublessee or the insurers to pursue such claims, if any, to the extent reasonably requested by Sublessee or the insurers. In the event that Sublessee shall have paid an amount to an Indemnitee pursuant to this Section 29(c), and such Indemnified Party Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall promptly pay to Sublessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Sublessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Sublessor shall not be obligated to make any payment pursuant to this Section 29(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Sublessee to Sublessor under this Section 29(c) less (ii) the aggregate amount of all prior payments by Sublessor to Sublessee pursuant to this Section 29(c), with any excess being carried forward to offset Sublessee’s obligations, if any, to make subsequent payments to Sublessor under this Section 29(c); provided, further, that such Indemnitee shall have no obligation to reimburse Sublessee if (i) a Default or an Event of Default or an Event of Default (as such term is defined in the Head Lease) has given occurred and is continuing or if the Borrower written notice thereofAirline Services Agreement shall have been terminated or canceled or shall have terminated in accordance with its terms or (ii) Sublessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnitee from Sublessee under any of the Operative Documents or Sublessee Documents. Sublessee’s obligations under the indemnities provided for in this Sublease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Sublessee pursuant to any provision of this Sublease may proceed directly against Sublessee without first seeking to enforce any other right of indemnification.

General Indemnity. In addition a. The Sellers, jointly and severally, agree to any liability of indemnify and hold harmless the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent Buyer from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsliabilities, damages, claims, deficiencies, assessments, losses, suits, proceedings (including any proceedings, actions, investigations, litigation penalties, interest, costs and expenses, including without limitation, reasonable fees and expenses of counsel, amounts paid in settlement and reasonable costs of investigation (whether suit is instituted or inquiriesnot and, if instituted, whether at the trial or appellate level) (collectively, the "Liabilities"), claimswhether in law or equity, demands, causes of action, costs, losses arising from or in connection with (excluding loss of profit), liabilities, damages or expense A) the failure of any kind representation of the Company, the Principal Shareholders or nature whatsoever but excluding those based on gross negligence the Sellers contained in this Agreement or wilful misconduct in any document delivered in connection herewith to be true and correct, (B) any breach or violation of such Indemnified Party any of the warranties, covenants or agreements of the Company or the Sellers contained in this Agreement or in any document delivered in connection herewith, or (C) any acts of the Company or Sellers taken or omitted prior to Closing; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, (i) the first $250,000 (the "Indemnity MattersBasket") in aggregate amount for all Liabilities under this Section 4.1(a) for which Sellers would be liable will be borne by Buyer, and (ii) any and all Liabilities of the Sellers under this Section 4.1(a) shall be satisfied solely from the 750,000 shares (the "Escrowed Shares") of the Guardian Shares (the "Cap") which may shall be incurred by or asserted against or involve any placed in escrow pursuant to the terms of them (whether or not any of them is designated a party thereto) the Escrow and Pledge Agreement attached hereto as a result of: Exhibit B, PROVIDED, FURTHER HOWEVER, that neither the Cap nor the Basket shall apply to (i) any actual Liabilities arising from or proposed use by the Borrower of the proceeds of any Advance; relating to Taxes (as such term is defined in Section 2.13 hereof), and (ii) the extent that any transaction such Liability is found, in which a final unappealable judgment by a court of competent jurisdiction to have arisen from or related to one or more of Sellers' willful bad faith, willful misconduct or gross negligence with an intent to defraud. A materiality qualification in any proceeds representation or warranty will not be taken into account in determining whether the Basket has been met. The indemnification covenant contained in this Section 4.1(a) shall survive the consummation of all the transactions contemplated hereby for a period of one year from the Closing Date, provided, however, in the case of Liabilities arising from or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding the representations contained in Section 2.13 (including any investigations, litigation or inquiriesTaxes; Tax Election), claimsuch indemnification covenant shall survive for the applicable statute of limitations, demand and any tolling or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice extensions thereof.

General Indemnity. In addition to (a) Whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to the Agent defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims which may be imposed on, incurred by or the Lenders under asserted against an Indemnified Person by any other provisions Person in any way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Borrower shallLease or any other Operative Agreement or on or with respect to any Property or any part thereof, including, without limitation. Claims in any way relating to or arising or alleged to arise out of (i) the fullest extent permitted financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by Applicable Lawsummary proceedings or otherwise), indemnify each or any other disposition of any Property, or any part thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (ii) any latent or other defect in any Property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (iii) any Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to any Property or the environment relating to any Property, the Lease or the Indemnity Provider; (iv) the Operative Agreements, or any transaction contemplated thereby; (v) any breach by the Lessee of any of its representations or warranties under the Operative Agreements to which it is a party or failure by the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Agent Operative Agreements; (vi) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and the Lenders5 of Subtitle B of Title I of ERISA; (vii) any personal injury, and their respective officersdeath or property damage, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those without limitation Claims based on gross negligence strict or wilful misconduct absolute liability in tort: (viii) any easement, right, agreement or document referred to in Section 10.5 of such Indemnified Party this Agreement; or (ix) any Lien on any Property (other than Liens created by the "Indemnity Matters") which may be Operative Agreements). The foregoing indemnity shall not apply to a Claim imposed on, incurred by or asserted against an Indemnified Person to the extent such Claim arises from the gross negligence or involve any willful misconduct of them (whether or not any of them is designated such Indemnified Person as determined by a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part final judgment of a Drawdown is applied; or (iii) any Event court of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.competent jurisdiction;

General Indemnity. In addition to any liability of The Borrowers shall indemnify the Borrower to Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrowers of Section 2.5 and from and against all losses, costs and expenses, incurred in liquidating or employing deposits from third parties acquired or arranged, or in terminating or unwinding any contract entered into, or order to effect or fund the whole or any part of any drawing or any overdue amount hereunder incurred by any Lender as a consequence of any Default or the Lenders under repayment of any amount due hereunder other provisions than at the expiration of this Agreementan Interest Period. In addition, the Borrower shallBorrowers shall indemnify each Lender, to the fullest extent permitted by Applicable LawAgent, indemnify each of the Lenders’ or the Agent’s directors, officers and employees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and the Lenderseach of such directors, and their respective officers, directors, employees, representatives, shareholders, agents employees and affiliates (control Persons is referred to as used in this Section each an "“Indemnified Party"”) from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suitsdamages, proceedings liabilities and reasonable expenses (including reasonable fees of and disbursements to counsel with whom any investigations, Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or inquiries)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 any subpoena or other process issued against it in any proceeding involving any Borrower or any of its Subsidiaries, or any of their Affiliates, (b) any litigation or investigation involving any Borrower, any of its Subsidiaries or any of their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply to litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the Lenders or the Agent in a final nonappealable judgment or to the extent such claims, demandsdamages, causes of action, costs, losses (excluding loss of profit), liabilities, damages liabilities and expenses result from a Lender’s or expense of any kind or nature whatsoever but excluding those based on the Agent’s gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofwillful misconduct.

General Indemnity. In addition (i) The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), administrative and judicial actions and proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, and litigation costs, of whatever kind or nature and whether or not incurred in connection with any judicial or administrative proceedings (including, but not limited to, reasonable attorneys' fees and other reasonable costs of defense) (the "Losses") imposed upon or incurred by or asserted against any Indemnified Parties (except to the extent same are caused by the fraud, bad faith, gross negligence or willful misconduct of any Indemnified Party and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken or events occurring with respect to the Mortgaged Property after the Agent forecloses its Lien or security interest upon the Mortgaged Property or accepts a deed in lieu of foreclosure or is a so-called "mortgagee-in-possession" unless and to the extent such indemnification relates to any liability of the following which occurred while Borrower owned the Mortgaged Property), and directly or indirectly arising out of or in any way relating to any one or more of the Agent following: (a) ownership of the Note, any of the other Loan Documents or the Lenders under Mortgaged Property or any interest therein or receipt of any Rents or Accounts; (b) any amendment to, or restructuring of, the Indebtedness, and the Note, or any of the other Loan Documents; (c) any and all lawful action that may be taken by the Lender in connection with the enforcement of the provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each Note or any of the Agent and the Lendersother Loan Documents, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them suit is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred filed in connection with investigatingsame, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, in connection with the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all or any Affiliate of the Agent and the Lenders. Subject Borrower becoming a party to the proviso in the preceding sentencea voluntary or involuntary federal or state bankruptcy, the Borrower shall be obligated insolvency or similar proceeding; (d) any accident, injury to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense death of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.persons or

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions rights which any such Person may have hereunder or under applicable law, each of this AgreementGuarantor and the Seller hereby agrees, the Borrower shalljointly and severally, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the LendersAdministrative Agent, and Purchaser, BASI, each Program Support Provider, BofA, each of BofA's Affiliates, their respective successors, transferees, participants and assigns and all officers, directors, employees, representatives, shareholders, controlling persons, employees and agents and affiliates of any of the foregoing (as used in this Section each an "Indemnified Party") from), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees liabilities and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket related costs and expenses (includingexpenses, without limitation, including reasonable attorneys' fees and expensesdisbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Agreement Document or the ownership or funding of any Undivided Interest or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of the Administrative Agent, Purchaser or such Indemnified Party and (b) recourse (except as otherwise specifically provided in Article II of this Agreement in connection with the defense calculation of any claims Undivided Interests) for Defaulted Receivables. Without limiting the foregoing, each of Guarantor and the Seller hereby agrees, jointly and severally, to indemnify each Indemnified Party for Indemnified Amounts arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.or relating to:

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Interim Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan ----------------- Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, members, partners, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)----------- damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not ------------------- -------- ------- have any obligation under this subsection (a) for any Indemnified Matter at (x) to any Indemnitee caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given Indemnitee, as determined by a final judgment of a court of competent jurisdiction or (y) to any Lender or its Indemnitees arising directly from any action solely between or among the Borrower written notice thereofLenders.

General Indemnity. In addition to Lessee, whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, hereby assumes liability for and agrees to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Lawdefend, indemnify and hold harmless each of the Agent Indemnitee on an After Tax Basis from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") Claims which may be imposed on, incurred by or asserted against an Indemnitee in any way relating to or involve any arising or alleged to arise out of them (whether or not any of them is designated a party thereto) as a result of: (i) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, delivery, acceptance, non-delivery, leasing, subleasing, possession, use, operation, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any actual other disposition of, the Property Interest or proposed use by the Borrower of the proceeds of any Advancepart thereof; (ii) any transaction latent or other defects in which any proceeds of all Property Interest whether or any part of a Drawdown is appliednot discoverable by an Indemnitee or the Lessee; or (iii) (A) a violation or alleged violation of Environmental Laws, (B) any Event Environmental Claims or (C) other loss of Defaultor damage relating to the Property Interest in each case that occurred, includingor that exists as a result from a condition that existed, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend at any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that time prior to the occurrence Environmental Cutoff Date; (iv) the Operative Agreements, or any transaction contemplated thereby; (v) any breach by the Lessee of an Event any of Defaultits representations or warranties under the Operative Agreements or failure by the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (vi) personal injury, death or property damage relating to the Borrower Property Interest, including Claims based on strict liability in tort, (vii) the transactions contemplated hereby or by any other Operative Agreement in respect of any Prohibited Transaction; (viii) the offer, issuance, sale or delivery of the Commercial Paper or the SPC Notes in accordance with the terms of the Commercial Paper Documents, or (ix) the formation of the Condominium; but in any event neither pursuant to this Agreement nor pursuant to any other Operative Agreement shall only Lessee be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentenceindemnify, the Borrower shall be obligated to pay defend, protect or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of hold harmless any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Indemnitee with respect to:

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Lender and their respective officersits shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an "the “Indemnified Party"Parties”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys' ’ fees and expensesother costs of defense) (the “Losses”) imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter way relating to any one or more of the following (but excluding Losses arising out of Indemnified Parties’ gross negligence or willful misconduct): (a) ownership of this Instrument or any of the Loan Documents (excluding any income, franchise or other similar taxes payable by Lender in connection therewith), or ownership of the Property or any interest therein, or demand for or receipt of any Rents; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways during any period that Borrower is in possession of the Property; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways during any period that Borrower is in possession of the Property; (f) any failure on the part of Borrower to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof at Borrower’s direction; (h) the time such costs failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and expenses are incurred and such Barter Exchange Transactions, which may be required in connection with this Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Instrument is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party has given of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the loan evidenced by the Note; or (m) any misrepresentation made by Borrower written notice thereofin any of the Loan Documents. Any amounts payable to Lender by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at rate then applicable to principal outstanding under the Note.

General Indemnity. In addition to The Lessee, whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, hereby assumes liability for and agrees to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Lawdefend, indemnify and hold harmless each of the Agent Indemnified Person on an After Tax Basis from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") Claims which may be imposed on, incurred by or asserted against an Indemnified Person in any way relating to or involve arising or alleged to arise out of (a) the financing, refinancing, 76 64 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 them the Property 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) a violation of Environmental Laws, Environmental Claims or other loss of or damage relating to the Properties; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Lessee of any of them is designated a party thereto) as a result of: (i) any actual its representations or proposed use warranties under the Operative Agreements or failure by the Borrower Lessee to perform or observe any covenant or agreement to be performed by it under any of the proceeds Operative Agreements; and (f) personal injury, death or property damage relating to the Properties, including Claims based on strict liability in tort; but in any event excluding (x) Claims to the extent such Claims arise solely out of any Advance; (ii) any transaction in which any proceeds events occurring after the expiration of the Term and after the Lessee's discharge of all or any part of a Drawdown is applied; its obligations under the Lease or (iiiy) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior Claims to the occurrence extent such Claims arise solely out of the gross negligence or willful misconduct of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the LendersIndemnified Person. Subject to the proviso in the preceding sentence, the Borrower The Lessee shall be obligated entitled to pay or reimburse each Indemnified Party control, and shall assume full responsibility for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out Claim; provided, however, that the Lessor and the Agent named in such Claim, may each retain separate counsel at the expense of the Lessee in the event of and to the extent of a conflict or a potential conflict. The Lessee and each Indemnified Person agree to give each other prompt written notice of any Indemnity Matter at Claim hereby indemnified against but the time giving of any such costs notice by an Indemnified Person shall not be a condition to the Lessee's obligations under this Section 12.1, except to the extent failure to give such notice materially prejudices Lessee's rights hereunder. After an Indemnified Person has been fully indemnified for a Claim pursuant to this Section 12.1, and expenses are incurred 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 Indemnified Party has given Person with respect to such Claim. None of the Borrower written notice thereofIndemnified Persons shall settle a Claim without the consent of the Lessee, which consent shall not be unreasonably withheld or delayed.

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or the Lenders under any other provisions of this Agreementlimitations contained in Sections 8.1 and 8.6.1, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent Sellers, jointly and severally (with respect to clauses (a) and (b) below) and Zyman only (with respect to clause (c) below), hereby agrees to indemnify the LendersPurchaser and its affiliates (including the Company), and their respective stockholders, officers, directors, employees, representativesagents, shareholdersrepresentatives and successors, agents permitted assignees of the Purchaser and their affiliates (as used in this Section each an "individually, a “Purchaser Indemnified Party"” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, hold each and to pay on behalf of them harmless against and promptly upon written demand therefor pay or reimburse each of them the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, proceedings (including any investigationsjudgments, litigation or inquiries)settlements, claimspenalties, demandsinterest, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses (including, without limitation, reasonable attorneys' fees ’, accountants’ and expensesexpert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), that may be imposed on or incurred by such any Purchaser Indemnified Party as a consequence of, in the defense of any claims connection with, incident to, resulting from or arising out of or in any Indemnity Matter way related to or by virtue of (a) any breach of any warranty or representation contained in Article III B hereof or in any certificate delivered by Zyman on behalf of the Sellers at the time Closing; (b) any breach or failure by the Company to comply with, perform or discharge any obligation, agreement or covenant by the Company contained in this Agreement required to be performed on or prior to the Closing Date and (c) any breach or failure by the Company to comply with, perform or discharge any obligation, agreement or covenant by the Company contained in this Agreement to be performed after the Closing Date; provided, that, for purposes of clause (a) above, any qualification of such costs representations and expenses are incurred and warranties by reference to the materiality of matters stated therein, or words of similar effect, shall be disregarded in determining a breach thereof; provided, that, with respect to any Losses suffered by the Company or any subsidiary of the Company, the amount of such Losses payable to any Purchaser Indemnified Party has given (other than the Borrower written notice thereofCompany, in which case the Losses payable shall be 100% of such Losses) shall equal 61.65% of the aggregate amount of Losses suffered by the Company.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement(a) Borrower, the Borrower shallat its sole cost and expense, to the fullest extent permitted by Applicable Lawshall protect, indemnify each of the Agent indemnify, reimburse, defend and the Lenders, hold harmless Lender and their respective its officers, directors, employeesemployees and agents (collectively, representativesthe “Indemnified Parties”) for, shareholdersfrom and against, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them shall be responsible for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense Damages of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be imposed on, incurred by by, or asserted against or involve any of them (whether the Indemnified Parties, in any way relating to or not any arising out of them is designated a party thereto) as a result of: (i) any actual the making or proposed use by the Borrower holding or enforcement of the proceeds Loan by Lender or the administration of any Advancethe Transaction; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all ownership of the Agent and Note or the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses Mortgage (including, without limitation, reasonable attorneys' fees any tax on the making and/or recording of any of the Loan Documents), or any interest in the Property or receipt of any rents or Revenues; (iii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about the Property any part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any failure on the part of Borrower to perform or comply with any of the terms of the Loan Documents; (vi) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (vii) any failure of the Property to comply with any Legal Requirements; (viii) any representation or warranty made by Borrower in any of the Loan Documents being false or misleading in any material respect as of the date such representation or warranty was made; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any lease or other transaction involving the Property or any part thereof under any legal requirement or any liability asserted against any Indemnified Party with respect thereto; and expenses(x) incurred any and all claims and demands whatsoever that may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on such party’s part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, in each case, to the extent resulting, directly or indirectly, from any claim (including any Environmental Claim) made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofParty.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless Agent, each Lender and Issuing Bank and all of the Agent and the Lenders, and their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred 140 by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) Agent's or any Lender's furnishing of funds to Borrowers or Issuing Bank's issuing of Letters of Credit for the account of Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, Reimbursement Obligations or Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); PROVIDED, THAT, Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final non-appeallable judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by rights which any such Person may have hereunder or under Applicable Law, but subject to Section 8.06, the Seller hereby agrees to indemnify each and hold harmless Buyer, Buyer’s Affiliates and all of the their respective successors, transferees, participants and assigns, Administrative Agent and any Secured Party under the LendersLoan and Security Agreement, and their respective all officers, members, managers, directors, employees, representatives, shareholders, officers, employees and agents and affiliates of any of the foregoing (as used in this Section each an "a “Seller Indemnified Party") from”), hold each of them harmless forthwith on demand, from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsdamages, suits, proceedings (including any investigations, litigation or inquiries)losses, claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the liabilities and related reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitationincluding reasonable Attorney Costs, and reasonable attorneys' consultants’ and accountants’ fees and expensesdisbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of, relating to or in connection with the defense Transaction Documents, any of the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, the issuance or drawing of any claims Letter of Credit or otherwise arising out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor, the Seller or any Indemnity Matter at Affiliate of any of them; provided, however, notwithstanding anything to the time such costs contrary in this Article VII, excluding Seller Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of the Seller Indemnified Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) that constitute recourse with respect to a Receivable or the Related Assets by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 7.01, and expenses are incurred and such hold harmless each Seller Indemnified Party has given the Borrower written notice thereof.for any and all Seller Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. In addition to any liability of the Borrower Subject only to the Agent or limitations described in the Lenders under any other provisions last paragraph of this AgreementClause 16.1, the Borrower shallLessee agrees to indemnify, to the fullest extent permitted by Applicable Law, indemnify reimburse and hold harmless each of the Agent Indemnitee from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, damages, losses, liabilities, demands, suits, proceedings (including any investigations, litigation or inquiries), claims, demandsjudgments, causes of action, costslegal proceedings, losses whether civil or criminal, penalties, fines and other sanctions, and any reasonable attorney's fees and other reasonable costs and expenses in connection herewith or therewith, including any of the foregoing arising or imposed with or without Lessor's fault or negligence (excluding loss whether passive or active) or under the doctrine of profit), liabilities, damages or expense strict liability (any and all of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the which are hereafter referred to as "Indemnity MattersClaims") which in any way may be incurred result from, pertain to or arise in any manner out of, or are in any manner related to (i) the Aircraft, this Agreement or any other Lease Document, any interest herein or any document executed in connection herewith or therewith, or the breach of any representation, warranty or covenant made by Lessee hereunder or asserted against under any other such document, or involve (ii) the condition, manufacture, re-delivery, lease, acceptance, rejection, possession, return, disposition, maintenance, repair, use or operation of the Aircraft either in the air or on the ground at any time after the Delivery Date and before the Redelivery of them the Aircraft to Lessor as and when required hereby, or (iii) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising from the material or any articles used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul or testing of them the Aircraft, whether or not the Aircraft is designated in the possession of Lessee, and regardless of where the Aircraft may then be located, or (iv) any transaction, approval or document contemplated by this Agreement or any Lease Document or given or entered into in connection herewith or therewith, (v) any payments required under any Lease Document, or (vi) otherwise in connection with the transactions contemplated by the Lease Documents; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Manufacturer of the Aircraft and its subcontractors as to any such Claims, but only to the extent that Lessee satisfies its indemnification to Lessor with respect to such Claims. Lessee shall not be required to pay or discharge any Claim brought by a third party theretoso long as the validity or the amount thereof shall be diligently contested in good faith and on reasonable grounds by Lessee, at no cost or expense to Lessor. Lessee hereby waives, and releases each Indemnitee from, any Claims (whether existing now or hereafter arising) as for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the ownership, leasing, condition, use or operation of the Aircraft, either in the air or on the ground, or which may be caused by any defect in the Aircraft from the material or any article used therein or from the design or testing thereof, or use thereof, or from any maintenance, service, repair, overhaul or testing of the Aircraft regardless of when such defect may be discovered, whether or not the Aircraft is at the time in the possession of Lessee, and regardless of the location of the Aircraft at any such time. The indemnities contained in this Clause 16.1 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease and are expressly made for the benefit of and shall be enforceable by each Indemnitee; provided, however, that Lessee shall not be obligated to pay any indemnity pursuant to this Clause 16.1 with respect to any amount to the extent that such amount arises out of or is measured by acts, failures to act, events or periods of time (or any combination of the foregoing) that occur after the Aircraft has been redelivered to Lessor pursuant to Clause 15 hereof (under circumstances not involving a repossession pursuant to Clause 17.2 hereof) and is no longer subject to this Agreement and all obligations of Lessee under this Agreement have been discharged (other than obligations which by their express terms survive the expiration of the Lease Term) unless any such act or event shall itself result of: from or be attributable to an act or omission of Lessee which occurred prior to the redelivery of the Aircraft and the discharge of Lessee's obligations under this Agreement. Notwithstanding the foregoing provisions of this Clause 16.1, Lessee shall not be obligated to make any payment by way of indemnity to any Indemnitee (i) any actual or proposed use by the Borrower of the proceeds in respect of any AdvanceClaims to the extent such Claims result from the willful misconduct or gross negligence of any Indemnitee; or (ii) any transaction in which any proceeds Claim arising out of all or any part the period before delivery of the Aircraft to Lessee except to the extent relating to a Drawdown is appliedmatter required to be corrected by Lessee hereunder; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated extent such Claims are for Taxes (whether or not Lessee is required to pay the reasonable fees and disbursements of counsel engaged by the Agent indemnify against such Taxes pursuant to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Clause 16.2)

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or limitations contained in Sections 7.6.1 and 7.6.2, Kenna Holdco and the Lenders under any other provisions of this AgreementKenna Principals hereby agree, the Borrower shalljointly and severally, to indemnify the fullest extent permitted by Applicable LawPurchaser and its affiliates, indemnify each of the Agent and the Lendersstockholders, and their respective officers, directors, employees, representativesagents, shareholdersrepresentatives and successors, agents permitted assignees of the Purchaser and their affiliates (as used in this Section each an individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, hold each and to pay on behalf of them harmless against and promptly upon written demand therefor pay or reimburse each of them the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, proceedings (including any investigationsjudgments, litigation or inquiries)settlements, claimspenalties, demandsinterest, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses (including, without limitation, reasonable attorneys', accountants' fees and expensesexpert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by such any Purchaser Indemnified Party as a consequence of, in the defense of any claims connection with, incident to, resulting from or arising out of or in any Indemnity Matter way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by Kenna Holdco or the Kenna Principals at the time such costs and expenses are incurred and such Closing or otherwise in connection herewith; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party has given which may give rise to or evidence the Borrower written notice thereofexistence of or relate to a misrepresentation or breach of any of the representations and warranties of Kenna Holdco or the applicable Kenna Principals contained in Article III hereof or in any certificate delivered by Kenna Holdco or the applicable Kenna Principals at the Closing or otherwise in connection herewith; (c) any breach or failure by Kenna Holdco or the applicable Kenna Principals to comply with, perform or discharge any obligation, agreement or covenant by Kenna Holdco or the Kenna Principals contained in this Agreement; or (d) any liability or obligation or any assertion against any Purchaser Indemnified Party, arising out of or relating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Documents) or other liability arising, in whole or in part, out of the conduct of the business of Cap C LP or any of its subsidiaries or successors, if any, prior to the Closing except for the Assumed Liabilities (as such term is defined in the Conveyance Documents).

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Indemnified Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other Credit Documents, the performance by Agent or Lenders of their respective duties or the exercise of any of their respective rights or remedies hereunder, or the result of such 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 from all Indemnified Claims of any Person arising out of, related to or with respect to any liability of the Borrower transactions entered into pursuant to this Agreement or any of the other Credit Documents or Agent's Lien upon any Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Environmental Damages and other Indemnified Claims asserted against or incurred (whether before or after the release, satisfaction or extinguishment of any Mortgage or Mortgages) by any of the Indemnitees (including Agent or any Lender as mortgagee-in-possession or successor-in-interest to any Obligor as owner of any of the Lenders Real Estate by virtue of a foreclosure or acceptance of deed-in-lieu of foreclosure) by any Person under any Environmental Laws or similar laws by reason of each Borrower's or any other provisions Person's violation or non-compliance, or alleged violation or non-compliance, with any Environmental Laws, or any unauthorized release of any Regulated Substances or any Contamination on, in, under, affecting, migrating or threatening to migrate to or from all or any portions of the Real Estate. Additionally, if any Taxes other than (i) Non-Excluded Taxes, the payment of which shall be controlled by Section 5.10 and (ii) the Taxes described in clauses (i), (ii) and (iii) of the first sentence of Section 5.10.1 (but excluding any stamp, documentary, recording or similar taxes) shall now or at any time or times hereafter be payable by either of Agent, any Lender or any Obligor on account of the execution or delivery of this Agreement, or the Borrower shallexecution, to the fullest extent permitted by Applicable Lawdelivery, indemnify each issuance or recording of any of the other Credit Documents or any amendment thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, each Borrower will pay (or will promptly reimburse Agent and Lenders for the Lenderspayment of) all such Taxes, including any interest and penalties thereon, and their respective officers, directors, employees, representatives, shareholders, agents will indemnify and affiliates (as used hold Indemnitees harmless from and against all liability in this Section each an "Indemnified Party") from, hold each of them harmless against connection therewith. The foregoing indemnities are in addition to and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense not in lieu of any kind or nature whatsoever other indemnities contained in any of the other Credit Documents, but excluding those based on shall not apply to Indemnified Claims incurred by any of the Indemnitees as a direct and proximate result of their own gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofwillful misconduct.

General Indemnity. In addition to (a) Whether or not any liability of the Borrower transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to the Agent defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims which may be imposed on, incurred by or the Lenders under asserted against an Indemnified Person by any other provisions Person in any way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Borrower shall, Lease or any other Operative Agreement or on or with respect to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all Property or any part of a Drawdown is applied; or (iii) any Event of Defaultthereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (i) the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigatingfinancing, defending refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesotherwise), claimor any other disposition of any Property, demand or cause any part thereof, including the acquisition, holding or disposition of actionany interest in any Property, lease or agreement comprising a portion of any thereof; provided(ii) any latent or other defect in any Property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (iii) any Environmental Claim, that prior any violation of Environmental Laws, or any other loss of or damage to any Property or the environment relating to any Property, the Lease or the Indemnity Provider; (iv) the Operative Agreements, or any transaction contemplated thereby; (v) any breach by the Lessee of any of its representations or warranties under the Operative Agreements to which it is a party or failure by the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (vi) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (vii) any personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; (viii) any easement, right, agreement or document referred to in Section 10.5 of this Agreement; or (ix) any Lien on any Property (other than Liens created by the Operative Agreements). The foregoing indemnity shall not apply to a Claim imposed on, incurred by or asserted against an Indemnified Person to the occurrence extent such Claim arises from the gross negligence or willful misconduct of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense Person as determined by a final judgment of any claims arising out a court of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.competent jurisdiction;

General Indemnity. In addition to any liability of the Borrower Subject to the Agent or limitations contained in Sections 7.6.1 and 7.6.2, Capital C Holdco and the Lenders under any other provisions of this AgreementCapital C Principals hereby agree, the Borrower shalljointly and severally, to indemnify the fullest extent permitted by Applicable LawPurchaser and its affiliates, indemnify each of the Agent and the Lendersstockholders, and their respective officers, directors, employees, representativesagents, shareholdersrepresentatives and successors, agents permitted assignees of the Purchaser and their affiliates (as used in this Section each an individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, hold each and to pay on behalf of them harmless against and promptly upon written demand therefor pay or reimburse each of them the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, proceedings (including any investigationsjudgments, litigation or inquiries)settlements, claimspenalties, demandsinterest, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses (including, without limitation, reasonable attorneys', accountants' fees and expensesexpert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by such any Purchaser Indemnified Party as a consequence of, in the defense of any claims connection with, incident to, resulting from or arising out of or in any Indemnity Matter way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by Capital C Holdco or the Capital C Principals at the time such costs and expenses are incurred and such Closing or otherwise in connection herewith; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party has given which may give rise to or evidence the Borrower written notice thereofexistence of or relate to a misrepresentation or breach of any of the representations and warranties of Capital C Holdco or the applicable Capital C Principals contained in Article III hereof or in any certificate delivered by Capital C Holdco or the applicable Capital C Principals at the Closing or otherwise in connection herewith; (c) any breach or failure by Capital C Holdco or the applicable Capital C Principals to comply with, perform or discharge any obligation, agreement or covenant by Capital C Holdco or the Capital C Principals contained in this Agreement; or (d) any liability or obligation or any assertion against any Purchaser Indemnified Party, arising out of or relating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Documents) or other liability arising, in whole or in part, out of the conduct of the business of Communications Holdco or any of its subsidiaries or successors, if any, prior to the Closing except for the Assumed Liabilities (as such term is defined in the Conveyance Documents).

General Indemnity. In addition to any liability of The Borrowers shall indemnify the Borrower to Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrowers of Section 2.5 and from and against all losses, costs and expenses, incurred in liquidating or employing deposits from third parties acquired or arranged, or in terminating or unwinding any contract entered into, or order to effect or fund the whole or any part of any drawing or any overdue amount hereunder incurred by any Lender as a consequence of any Default or Event of Default or the Lenders under repayment of any amount due hereunder other provisions than at the expiration of this Agreementan Interest Period. In addition, the Borrower shallBorrowers shall indemnify each Lender, to the fullest extent permitted by Applicable LawAgent, indemnify each of the Lenders’ or the Agent’s directors, officers and employees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and the Lenderseach of such directors, and their respective officers, directors, employees, representatives, shareholders, agents employees and affiliates (control Persons is referred to as used in this Section each an "“Indemnified Party"”) from, and hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suitsdamages, proceedings liabilities and reasonable expenses (including reasonable fees of and disbursements to counsel with whom any investigations, Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of preparation therefor) which any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") may incur or which may be incurred by or asserted against any Indemnified Party in connection with (a) the Indemnified Party’s compliance with or involve contest of any subpoena or other process issued against it in any proceeding involving any Borrower or any Subsidiary, or any of them their Affiliates, (whether b) any litigation or not investigation involving any Borrower, any Subsidiary or any of them is designated a party theretotheir Affiliates, or any officer, director or employee thereof, (c) as a result of: the existence or exercise of any security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, or (id) this Agreement, any actual other Credit Document or proposed use by any transaction contemplated hereby or thereby, including the Borrower he application of the proceeds of any Advance; (ii) any transaction in which any proceeds of all the Loans made hereunder or of the payment or any part presentation under any of a Drawdown is applied; or (iii) any Event the Letters of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of actionCredit issued hereunder; provided, however, that prior the foregoing indemnity shall not apply to litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by Lenders or the Agent to represent all of the Agent and the Lenders. Subject in a final nonappealable judgment or to the proviso in the preceding sentenceextent such claims, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in result from a Lender’s or the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofAgent’s gross negligence or willful misconduct.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees, jointly and severally, to the fullest extent permitted by Applicable Lawdefend, protect, indemnify each of the and hold harmless Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, from and against any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expensesexpenses (and, in the case of clause (iv) below, whether incurred in a third-party action or in an action brought by Agent or Lenders, as applicable, against either or both of Borrowers or any of the other Loan Parties to enforce their rights under this Section)), incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) Agent's or any Lender's furnishing of funds to Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower Subject only to the Agent or limitations described in the Lenders under any other provisions last paragraph of this AgreementClause 16.1, the Borrower shallLessee agrees to indemnify, to the fullest extent permitted by Applicable Law, indemnify reimburse and hold harmless each of the Agent Indemnitee from and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, damages, losses, liabilities, demands, suits, proceedings (including any investigations, litigation or inquiries), claims, demandsjudgments, causes of action, costslegal proceedings, losses whether civil or criminal, penalties, fines and other sanctions, and any reasonable attorney's fees and other reasonable costs and expenses in connection herewith or therewith, including any of the foregoing arising or imposed with or without Lessor's fault or negligence (excluding loss whether passive or active) or under the doctrine of profit), liabilities, damages or expense strict liability (any and all of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the which are hereafter referred to as "Indemnity MattersCLAIMS") which in any way may be incurred result from, pertain to or arise in any manner out of, or are in any manner related to (i) the Aircraft, this Agreement or any other Lease Document, any interest herein or any document executed in connection herewith or therewith, or the breach of any representation, warranty or covenant made by Lessee hereunder or asserted against under any other such document, or involve (ii) the condition, manufacture, re-delivery, lease, acceptance, rejection, possession, return, disposition, maintenance, repair, use or operation of the Aircraft either in the air or on the ground at any time after the Delivery Date and before the Redelivery of them the Aircraft to Lessor as and when required hereby, or (iii) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising from the material or any articles used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul or testing of them the Aircraft, whether or not the Aircraft is designated in the possession of Lessee, and regardless of where the Aircraft may then be located, or (iv) any transaction, approval or document contemplated by this Agreement or any Lease Document or given or entered into in connection herewith or therewith, (v) any payments required under any Lease Document, or (vi) otherwise in connection with the transactions contemplated by the Lease Documents; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Manufacturer of the Aircraft and its subcontractors as to any such Claims, but only to the extent that Lessee satisfies its indemnification to Lessor with respect to such Claims. Lessee shall not be required to pay or discharge any Claim brought by a third party theretoso long as the validity or the amount thereof shall be diligently contested in good faith and on reasonable grounds by Lessee, at no cost or expense to Lessor. Lessee hereby waives, and releases each Indemnitee from, any Claims (whether existing now or hereafter arising) as for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the ownership, leasing, condition, use or operation of the Aircraft, either in the air or on the ground, or which may be caused by any defect in the Aircraft from the material or any article used therein or from the design or testing thereof, or use thereof, or from any maintenance, service, repair, overhaul or testing of the Aircraft regardless of when such defect may be discovered, whether or not the Aircraft is at the time in the possession of Lessee, and regardless of the location of the Aircraft at any such time. The indemnities contained in this Clause 16.1 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease and are expressly made for the benefit of and shall be enforceable by each Indemnitee; provided, however, that Lessee shall not be obligated to pay any indemnity pursuant to this Clause 16.1 with respect to any amount to the extent that such amount arises out of or is measured by acts, failures to act, events or periods of time (or any combination of the foregoing) that occur after the Aircraft has been redelivered to Lessor pursuant to Clause 15 hereof (under circumstances not involving a repossession pursuant to Clause 17.2 hereof) and is no longer subject to this Agreement and all obligations of Lessee under this Agreement have been discharged (other than obligations which by their express terms survive the expiration of the Lease Term) unless any such act or event shall itself result of: from or be attributable to an act or omission of Lessee which occurred prior to the redelivery of the Aircraft and the discharge of Lessee's obligations under this Agreement. Notwithstanding the foregoing provisions of this Clause 16.1, Lessee shall not be obligated to make any payment by way of indemnity to any Indemnitee (i) any actual or proposed use by the Borrower of the proceeds in respect of any AdvanceClaims to the extent such Claims result from the willful misconduct or gross negligence of any Indemnitee; or (ii) any transaction in which any proceeds Claim arising out of all or any part the period before delivery of the Aircraft to Lessee except to the extent relating to a Drawdown is appliedmatter required to be corrected by Lessee hereunder; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated extent such Claims are for Taxes (whether or not Lessee is required to pay the reasonable fees and disbursements of counsel engaged by the Agent indemnify against such Taxes pursuant to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Clause 16.2)

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent and the Lenders, each Lender and all of their respective officers, directors, employees, representatives, shareholders, agents Related Parties (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesdocumented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or ​ 156 ​ relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity Matter at such Loans or the time such costs Borrower’s use of the proceeds thereof, (iii) the Agents and expenses are incurred and such Indemnified Party has given the Lenders relying on any instructions of the Borrower written notice or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower Trustor shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Beneficiary and their respective officersits members or shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an "the “Indemnified Party"Parties”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys' ’ fees and expensesother costs of defense) (the “Losses”) imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter way relating to any one or more of the following (but excluding: (i) Losses arising out of Beneficiary’s gross negligence or willful misconduct; or (ii) Losses arising under CERCLA, the Model Toxic Control Act of the State of Washington (“MTCA”) or any other environmental law), (a) ownership of this Deed of Trust or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any rent or any other amount to be paid by Trustor as “Tenant” under the Casino Lease; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby (except any of the same required for a Secondary Market Transaction); (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease (except to the extent that the same arises by reason of events occurring after Beneficiary shall have succeeded to the interests of Trustor); (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the Loans evidenced by the Notes; or (m) any misrepresentation made by Trustor in any of the Loan Documents. Any amounts payable to Beneficiary by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at the time such costs rate then applicable to principal outstanding under the Notes. The foregoing indemnitees shall survive payment of the indebtedness secured hereby and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.reconveyance of this Deed of Trust. Leasehold Deed of Trust – Royal Xxxxxxx

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower Companies' agreement to the Agent or the Lenders under any other provisions of this Agreementreimburse CIT for Out-of-Pocket Expenses, but without duplication, the Borrower shall, Companies hereby agree to the fullest extent permitted by Applicable Law, indemnify each of the Agent CIT and the Lenders, and their respective its officers, directors, employees, representativesattorneys and agents (each, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, and to defend and hold each of them Indemnified Party harmless against and promptly upon written demand therefor pay or reimburse each of them foragainst, any and all losses, liabilities, obligations, claims, actions, judgments, suits, proceedings (including any investigationsdamages, litigation or inquiries), claims, demands, causes of actionpenalties, costs, losses fees, expenses (excluding loss of profit), liabilities, damages or expense including reasonable attorney's fees) of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which at any time may be imposed on, incurred by by, or asserted against or involve against, any of them Indemnified Party: (whether or not any of them is designated a party theretoa) as a result of: of CIT's exercise of (ior failure to exercise) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of DefaultCIT's rights and remedies hereunder, including, without limitation, (i) any sale or transfer of the reasonable fees Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and disbursements (iii) the defense of counsel CIT's interests in the Collateral (including the defense of claims brought by the Companies (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Companies (or any of them), or any trustee or receiver in bankruptcy); (b) as a result of any environmental pollution, hazardous material or environmental clean-up relating to the Real Estate, the Companies' operation and all other expenses incurred use of the Real Estate, and the Companies' off-site disposal practices; (c) arising from or relating to (i) the maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (d) in connection with investigatingany regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Companies (or any of them); and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement and the other Loan Documents, defending or preparing any action taken (or failure to defend act) by any Indemnified Party with respect thereto; 49 <PAGE> provided that an Indemnified Party's conduct in connection with the any of the foregoing matters does not constitute bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. CIT may from time to time establish Availability Reserves with respect to this indemnity as CIT may deem advisable in the exercise of its reasonable business judgment and which are customary either in the commercial finance industry or in the lending practices of CIT, and upon termination of this Financing Agreement, CIT may hold such actionreserves as cash reserves as security for this indemnity. SECTION 11. TERMINATION Unless previously terminated as provided in this Section 11, suitthis Financing Agreement shall terminate on the Termination Date. CIT may terminate this Financing Agreement and the Revolving Line of Credit only as provided in Section 10.2 hereof. The Companies, proceeding (including or any investigationsone of them, litigation or inquiries), claim, demand or cause of action; provided, that may terminate this Financing Agreement at any time prior to the occurrence Termination Date upon thirty (30) days prior written notice to CIT, provided that the Companies pays to CIT any Early Termination Fee due and payable hereunder on the date of an Event termination. A termination by one Company shall be deemed to be a termination by all Companies, and termination of Defaultthis financing Agreement shall be deemed to be termination of the Factoring Agreements. All Obligations shall become due and payable in full on the Termination Date or, if earlier, the Borrower shall only be obligated to pay the reasonable fees and disbursements date of counsel engaged by the Agent to represent all any termination hereunder and, pending a final accounting of the Agent Obligations, CIT may withhold any credit balances in the Revolving Loan Account (unless supplied with an indemnity satisfactory to CIT) as a cash reserve to cover any contingent Obligation then outstanding, including, but not limited to, an amount equal to 110% of the face amount of any outstanding Letters of Credit. All of CIT's rights, liens and the Lenders. Subject security interests granted pursuant to the proviso in the preceding sentence, the Borrower Loan Documents shall be obligated to pay or reimburse each Indemnified Party for continue after any termination of this Financing Agreement until all out-of-pocket costs Obligations have been fully and expenses (including, without limitation, reasonable attorneys' fees finally paid and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofsatisfied. SECTION 12.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Indemnified Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other Credit Documents, the performance by Agent or Lenders of their respective duties or the exercise of any of their respective rights or remedies hereunder, or the result of such 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 from all Indemnified Claims of any Person arising out of, related to or with respect to any liability of the Borrower transactions entered into pursuant to this Agreement or any of the other Credit Documents or Agent’s Lien upon any Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Environmental Damages and other Indemnified Claims asserted against or incurred (whether before or after the release, satisfaction or extinguishment of any Mortgage or Mortgages) by any of the Indemnitees (including Agent or any Lender as mortgagee-in-possession or successor-in-interest to any Obligor as owner of any of the Lenders Real Estate by virtue of a foreclosure or acceptance of deed-in-lieu of foreclosure) by any Person under any Environmental Laws or similar laws by reason of each Borrower’s or any other provisions Person’s violation or non-compliance, or alleged violation or non-compliance, with any Environmental Laws, or any unauthorized release of any Regulated Substances or any Contamination on, in, under, affecting, migrating or threatening to migrate to or from all or any portions of the Real Estate. Additionally, if any Taxes other than (i) Non-Excluded Taxes, the payment of which shall be controlled by Section 5.10 and (ii) the Taxes described in clauses (i), (ii) and (iii) of the first sentence of Section 5.10.1 (but excluding any stamp, documentary, recording or similar taxes) shall now or at any time or times hereafter be payable by either of Agent, any Lender or any Obligor on account of the execution or delivery of this Agreement, or the Borrower shallexecution, to the fullest extent permitted by Applicable Lawdelivery, indemnify each issuance or recording of any of the other Credit Documents or any amendment thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, each Borrower will pay (or will promptly reimburse Agent and Lenders for the Lenderspayment of) all such Taxes, including any interest and penalties thereon, and their respective officers, directors, employees, representatives, shareholders, agents will indemnify and affiliates (as used hold Indemnitees harmless from and against all liability in this Section each an "Indemnified Party") from, hold each of them harmless against connection therewith. The foregoing indemnities are in addition to and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense not in lieu of any kind or nature whatsoever other indemnities contained in any of the other Credit Documents, but excluding those based on shall not apply to Indemnified Claims incurred by any of the Indemnitees as a direct and proximate result of their own gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofwillful misconduct.

General Indemnity. In addition Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender Indemnitees (defined below) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including but not limited to reasonable attorneys' fees and other costs of defense) (collectively, the "Losses") that may be imposed upon or incurred by or asserted against any Lender Indemnitees and directly or indirectly arising out of or in any way relating to any liability one or more of the following: (a) any breach by Borrower to the Agent of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the Lenders under other Loan Documents; (b) the use or intended use of the proceeds of the Loan; (c) ownership of the Security Instrument, the Property or any interest therein or receipt of any Rents; (d) any amendment to, or restructuring of, the Debt, and the Note, this Agreement, the Security Instrument, or any other Loan Documents; (e) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Agreement, the Borrower shallSecurity Instrument, to the fullest extent permitted by Applicable Law, indemnify each Note or any of the Agent and the Lendersother Loan Documents, and their respective officerswhether or not suit is filed in connection with same, directors, employees, representatives, shareholders, agents and affiliates (as used or in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them forconnection with Borrower, any and all actionsguarantor or indemnitor and/or any partner, suitsjoint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, proceedings insolvency or similar proceeding; (including f) any investigationsaccident, litigation injury to or inquiries), claims, demands, causes death of action, costs, losses (excluding persons or loss of profit)or damage to property occurring in, liabilitieson or about the Property or any part thereof or on the adjoining sidewalks, damages curbs, adjacent property or expense adjacent parking areas, streets or ways; (g) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (h) any failure on the part of Borrower to perform or be in compliance with any of the terms of the Security Instrument; (i) performance of any kind labor or nature whatsoever but excluding those based on gross negligence services or wilful misconduct the furnishing of such Indemnified Party any materials or other property in respect of the Property or any part thereof; (j) the "Indemnity Matters") failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-S, Proceeds from Real Estate Transactions, or Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate Broker and Barter Exchange Transactions, which may be incurred by required in connection with the Security Instrument, or asserted against or involve any of them (whether or not any of them is designated to supply a party thereto) as copy thereof in a result of: (i) any actual or proposed use by timely fashion to the Borrower recipient of the proceeds of any Advancethe transaction in connection with which the Security Instrument is made; (iik) any transaction failure of the Property to be in compliance with any Legal Requirements; (1) the enforcement by any Lender Indemnitees of the provisions of this Section 11.13; (m) any and all claims and demands whatsoever which may be asserted against Lender by reason of any proceeds alleged obligations or undertakings on its part to perform or discharge any of all the terms, covenants, or agreements contained in any part Lease; (n) the payment of a Drawdown is appliedany commission, charge or brokerage fee to anyone claiming through Borrower which may be payable in connection with the funding of the Loan; or (iiio) any Event of Default, including, without limitationmisrepresentation made by Borrower in this Agreement, the reasonable fees and disbursements of counsel and all Security Instrument or any other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of actionLoan Document; provided, however, that prior Borrower shall not have any obligation to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Lender Indemnitees DMEAST #17478116 v7 88

General Indemnity. In addition to any liability of the Borrower to the Agent or The Obligors will, jointly and severally, indemnify the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, from any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party losses and reasonable expenses (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all other reasonable expenses incurred in connection with investigatingof litigation or preparation therefor) resulting from the violation by the Borrowers of Section 2.5. The Obligors will also, defending or preparing jointly and severally, indemnify each Lender, each of the Lenders' directors, officers and employees, and each Person, if any, who controls any Lender (each Lender and each of such directors, officers, employees and control Persons is referred to defend as an "INDEMNIFIED PARTY") and hold each of them harmless from and against any such actionand all claims, suitdamages, proceeding liabilities, losses and reasonable expenses (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each with whom any Indemnified Party for may consult in connection therewith and all out-of-pocket costs and reasonable expenses (including, without limitation, reasonable attorneys' fees and expensesof litigation or preparation therefor) incurred by such which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the defense Indemnified Party's compliance with or contest of any claims arising out subpoena or other process issued against it in any proceeding involving any Restricted Company or Affiliates, (b) any litigation or investigation involving the Restricted Companies or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any Indemnity Matter at security rights with respect to the time Credit Security in accordance with the Credit Documents or (d) this Agreement, any other Credit Document or any transactions contemplated hereby or thereby, other than (i) litigation commenced by the Borrowers against the Lenders which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the Lenders in a final nonappealable judgment and (ii) to the extent such costs claims, damages, liabilities, losses and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofresult from a Lender's gross negligence or willful misconduct.

General Indemnity. In addition to any liability the payment of expenses pursuant to Section 8.03, whether or not the Borrower to the Agent or the Lenders under any other provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower shallBorrowers hereby jointly and severally agree to defend, to the fullest extent permitted by Applicable Lawindemnify, indemnify each of pay and hold the Agent and each Lender and any holder(s) of the LendersNotes, and their respective the officers, directors, employees, representatives, shareholders, agents and affiliates of the Agent and each Lender and such holder(s) (as used in this Section each an collectively, the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demandsdisbursements, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense costs and expenses of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred for such Indemnitees in connection with investigatingany investigative, defending administrative or preparing to defend any judicial proceeding commenced or threatened, whether or not such action, suit, proceeding (including any investigations, litigation or inquiriesIndemnitees shall be designated a party thereto), claimthat may be imposed on, demand incurred by or cause asserted against the Indemnitees, in any manner relating to or arising out of action; providedthis Agreement, that prior to any of the occurrence of an Event of Defaultother Transaction Documents, the any other agreement, document or instrument executed and delivered by any Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged or any other Obligor in connection herewith or therewith or any commitment letter delivered by the Agent or any Lender to represent all any Borrower, or the agreement of the Lenders to make the Loans and/or of U.S. Bank to issue Letters of Credit under this Agreement (collectively, the "indemnified liabilities"); provided that (a) the Borrowers 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, nonappealable order and (b) the Borrowers 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. Subject To the extent that the undertaking to the proviso indemnify, pay and hold harmless set forth in the preceding sentencesentence may be unenforceable because it is violative of any law or public policy, the Borrower Borrowers shall be obligated contribute the maximum portion that they are permitted to pay or reimburse each Indemnified Party for and satisfy under applicable law to the payment and satisfaction of all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) indemnified liabilities incurred by such Indemnified Party the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.05 shall survive satisfaction and payment of the defense Borrower's Obligations owed by any one or more of any claims arising out the Borrowers and the termination of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofthis Agreement.

General Indemnity. In addition to any liability of each Obligor’s other Obligations under this Indenture, each Obligor agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Borrower to the Agent or the Lenders under any other provisions of this AgreementTrustee, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Collateral Agent and the Lenders, each Holder and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Indenture, any other Note Document or of any claims arising out other document executed in connection with the transactions contemplated by this Indenture, (ii) the Trustee’s, the Collateral Agent’s or any Holder’s furnishing of funds to the Issuers under this Indenture or the other Note Documents, (iii) any Indemnity matter relating to the financing transactions contemplated by this Indenture or the other Note Documents or by any document executed in connection with the transactions contemplated by this Indenture or the other Note Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time negligence, gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereofIndemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents (collectively called the “Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expensesexpenses which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction for the indemnified parties, unless a conflict of interest exists) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letters of Credit for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Revolving Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence, willful misconduct or bad faith of, or material breach of the Loan Documents by, such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Indemnitee, as determined by a final judgment of a court of competent jurisdiction. 118

General Indemnity. In addition 18.8.1. Borrower agrees to any liability indemnify and hold harmless Administrative Agent, the Letter of Credit Issuer, LaSalle (as issuer of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify Existing LCs) and each Lender and each of the Agent and the Lenders, their Affiliates and their respective officers, directors, employees, representativesagents, shareholdersand advisors (each, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demandsdamages, causes of actionlosses, liabilities, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expensesfees) that may be incurred by such or asserted or awarded against any Indemnified Party Party, in the defense of any claims each case arising out of or in connection with or by reason of (including, without limitation, in connection with any Indemnity Matter at investigation, litigation, or proceeding or preparation of defense in connection therewith) the time Loan Documents, the Acquisition Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans, or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of its assets or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 18.8 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower agrees not to assert any claim against Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, the Acquisition Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. Borrower shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses are incurred (including reasonable attorneys' fees and such expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Party has given Parties, arising out of or relating to the Borrower written notice thereofAcquisition Documents.

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower Trustor shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Beneficiary and their respective officersits members or shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an "the “Indemnified Party"Parties”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys' ’ fees and expensesother costs of defense) (the “Losses”) imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter way relating to any one or more of the following (but excluding: (i) Losses arising out of Beneficiary’s gross negligence or willful misconduct; or (ii) Losses arising under CERCLA, the Model Toxic Control Act of the State of Washington (“MTCA”) or any other environmental law), (a) ownership of this Deed of Trust or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any rent or any other amount to be paid by Trustor as “Tenant” under the Casino Lease; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby (except any of the same required for a Secondary Market Transaction); (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease (except to the extent that the same arises by reason of events occurring after Beneficiary shall have succeeded to the interests of Trustor); (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the Loans evidenced by the Notes; or (m) any misrepresentation made by Trustor in any of the Loan Documents. Any amounts payable to Beneficiary by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at the time such costs rate then applicable to principal outstanding under the Notes. The foregoing indemnitees shall survive payment of the indebtedness secured hereby and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.reconveyance of this Deed of Trust. Leasehold Deed of Trust – Hollywood Shoreline (Casino)

General Indemnity. In addition to any liability of other indemnification obligation set forth elsewhere in the Borrower to the Agent or the Lenders under any other provisions of this AgreementLoan Documents, the Borrower Trustor shall, to the fullest extent permitted by Applicable Lawat its sole cost and expense, indemnify each of the Agent protect, defend, indemnify, release and the Lenders, hold harmless Beneficiary and their respective officersits members or shareholders, directors, officers, agents, employees, representativescontractors, shareholdersattorneys, agents servicers, and affiliates successors and assigns (as used in this Section each an "the “Indemnified Party"Parties”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys' ’ fees and expensesother costs of defense) (the “Losses”) imposed upon or incurred by such or asserted against any Indemnified Party in the defense of any claims Parties and directly or indirectly arising out of or in any Indemnity Matter way relating to any one or more of the following (but excluding: (i) Losses arising out of Beneficiary’s gross negligence or willful misconduct; or (ii) Losses arising under CERCLA, the Model Toxic Control Act of the State of Washington (“MTCA”) or any other environmental law), (a) ownership of this Deed of Trust or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any rent or any other amount to be paid by Trustor as “Tenant” under the Casino Lease; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby (except any of the same required for a Secondary Market Transaction); (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease (except to the extent that the same arises by reason of events occurring after Beneficiary shall have succeeded to the interests of Trustor); (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the Loans evidenced by the Notes; or (m) any misrepresentation made by Trustor in any of the Loan Documents. Any amounts payable to Beneficiary by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at the time such costs rate then applicable to principal outstanding under the Notes. The foregoing indemnitees shall survive payment of the indebtedness secured hereby and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.reconveyance of this Deed of Trust. Leasehold Deed of Trust – Silver Dollar Renton

General Indemnity. In addition to Obligors shall indemnify each Indemnitee (and any liability sub agent of Agent) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the Borrower to the fees, charges and disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor or where any such Obligor’s assets are located), and one outside counsel retained by Lenders or any steering committee or similar group acting on behalf of Lenders as a group (and such additional counsel as Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the Lenders under availability of different claims or defenses)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other provisions Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all other Credit Document or any part of a Drawdown is applied; agreement or instrument contemplated hereby or thereby (iii) any Event of Default, including, without limitation, the reasonable fees Indemnitee’s reliance on any Communication executed using an Electronic Signature or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent Indemnitees only, the administration of this Agreement and disbursements the other Credit Documents, (ii) any Loan or Letter of counsel and all other expenses incurred Credit or the use or proposed use of the proceeds therefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesdemand do not strictly comply with the terms of the Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any actual or prospective claim, demand litigation, investigation or cause proceeding relating to any of actionthe foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the IndemniteeIN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; providedprovided that such indemnity shall not, that prior as to any Indemnitee, (A) be available to the occurrence of an Event of Defaultextent that such losses, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentenceclaims, the Borrower shall be obligated to pay damages, liabilities or reimburse each Indemnified Party for all out-of-pocket costs and related expenses (includingx) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, without limitation(y) result from a claim brought by a Borrower or any other Obligor against an Indemnitee for material breach or breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, reasonable attorneys' fees if such Borrower or such Obligor has obtained a final and expensesnonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) incurred by such Indemnified Party in the defense of any claims arising result from disputes solely between or among Indemnitees that do not involve or arise out of any Indemnity Matter at act or omission of any of the time Obligors or their Affiliates (other than any claims against an Indemnitee in its capacity as Agent, Arranger, Issuing Bank or similar role under any Credit Document, including such Indemnitee’s Affiliates, officers, directors, employees or other representatives acting in such capacity); or (B) include any allocated costs of internal counsel for any such Indemnitee. This Section 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The liability for Taxes (including Other Taxes incurred as a result of the execution, delivery, issuance or recording of any Credit Documents or the creation or repayment of any Obligations) shall be determined in accordance with the provisions of Sections 5.8 and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof5.9.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Domestic Loan Party's other Obligations under any other provisions of this Agreement, the Borrower shalleach Domestic Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, employees, representativesattorneys, shareholders, consultants and agents and affiliates (as used in this Section each an collectively called the "Indemnified PartyIndemnitees") from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter at caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and Indemnitee, as determined by a final judgment of a court of competent jurisdiction; provided further, that the foregoing indemnity from the B Borrower shall only apply to such Indemnified Party has given Matters arising from or relating to the Borrower written notice thereofB Obligations.

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders each Loan Party’s other Obligations under any other provisions of this Agreement, the Borrower shalleach Loan Party agrees to, to the fullest extent permitted by Applicable Lawjointly and severally, defend, protect, indemnify and hold harmless each of the Agent Agent, each Lender and the Lenders, L/C Issuer and all of their respective officers, directors, members, partners, employees, representativesattorneys, shareholders, consultants and agents (collectively called the ”Indemnitees”) from and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionslosses, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)damages, liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Defaultobligations, includingpenalties, without limitationfees, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees ’ fees, costs and expenses) incurred by such Indemnified Party Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the defense following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any claims arising out other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letter of Credit Accommodations for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any Indemnity such Loans or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the ”Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation under this subsection (a) for any Indemnified Matter at (x) to any Indemnitee caused by the time gross negligence or willful misconduct of such costs and expenses are incurred and such Indemnified Party has given Indemnitee, as determined by a final judgment of a court of competent jurisdiction or (y) to any Lender or its Indemnitees arising directly from any action solely between or among the Borrower written notice thereofLenders.

General Indemnity. In addition Lessee hereby agrees to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the LendersIndemnitee against, and their respective officersagrees to protect, directorssave and keep harmless, employeeson an after- tax basis (which shall mean, representativesfor a Relevant Indemnitee, shareholderson an After-Tax Basis), agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay from (whether or reimburse each not the transactions contemplated herein or in any of them forthe other Operative Documents are consummated), any and all actionsExpenses imposed PARTICIPATION AGREEMENT (1992 757 [__]) on, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against any Indemnitee, in any way relating to or involve arising out of (A) the Operative Documents, including any breach by Lessee of its covenants contained therein, or any Sublease under the Lease Agreement, or the performance of any of them the transactions contemplated thereby or the enforcement of any of the terms thereof; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine; (C) the Aircraft (or any portion thereof) whether or not arising out of the ownership, delivery, nondelivery, lease, sublease, possession, use, operation, maintenance, registration, modification, alteration, condition, sale, return or other disposition of the Aircraft including, without limitation, latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer, sale, delivery or transfer of the Loan Certificates, or any other certificates issued pursuant to Sections 18 and 19 hereof whether before or after the Closing Date (the indemnity in this clause (D) to extend also to any person who controls an Indemnitee, its successors, assigns, employees, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); (E) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Closing Date; or (F) the transactions contemplated hereby or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; provided, that the foregoing indemnity shall not extend to any Expense resulting from or arising out of or which would not have occurred but for one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents being materially incorrect, or (2) the failure by such Indemnitee to perform or observe in any material respect any agreement, covenant or condition in any of them is designated the Operative Documents including, without limitation, the creation or existence of a party theretoLessor Lien (including for this purpose Liens that would be Lessor Liens but for the proviso to the definition of Lessor Liens) as or a result of: Loan Participant Lien, or (i3) any actual the willful misconduct or proposed use the gross negligence of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft), or (4) a disposition by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds Owner Trustee of all or any part of its interest in the Airframe or any Engine (other than pursuant to (i) in the case of each Indemnitee, Section 9 or 19 of the Lease Agreement or as a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence consequence of an Event of DefaultLoss and (ii) in the case of an Indemnitee which is the Owner Participant, Section 8, 10 or 15 of the Borrower shall only be obligated to pay the reasonable fees and disbursements Lease Agreement), a disposition (voluntary or involuntary) by such Certificate Holder of counsel engaged all or any part of its interest in any Loan Certificate (other than as contemplated by the Agent Trust Indenture) or by such Indemnitee PARTICIPATION AGREEMENT (1992 757 [__]) of all or any part of such Indemnitee's interest in the Airframe, any Engine or in the Operative Documents, in each case other than during the continuance of an Event of Default under the Lease Agreement, or (5) any Tax whether or not Lessee is required to represent all indemnify for such Tax pursuant to Section 7(b) hereof (it being understood that Section 7(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), other than amounts necessary to make any payment hereunder on an After-Tax Basis or (6) the offer or sale by the Owner Participant after the Closing Date of any interest in the Trust Estate or the Trust Agreement or any similar interest, or (7) in the case of the Agent Owner Trustee and the Lenders. Subject Mortgagee, in their individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder or a failure (except where and to the proviso extent such failure arises by virtue of any legal restriction or restraint) on the part of the Mortgagee to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (8) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents are not requested by Lessee or are not required by the terms of the Operative Documents (provided that Lessee shall have no liability for any indemnity hereunder in respect of any amendment, waiver, supplement or consent required by the terms of the Operative Documents which results from an action of any Indemnitee that is not required under the terms of the Operative Documents unless the same is requested by the Lessee) or (9) any loss of tax benefits or increase in tax liability under any tax law whether or not Lessee is required to indemnify therefor pursuant to this Agreement or the Tax Indemnity Agreement (it being understood that Section 7(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes) other than amounts necessary to make any payment hereunder on an After-Tax Basis, or (10) the offer, sale or delivery of a Loan Certificate or any interest in the preceding sentenceTrust Estate or Trust Agreement by an Indemnitee in violation of the Securities Act of 1933, as amended; or (11) except to the Borrower shall be obligated extent fairly attributable to pay acts or reimburse each Indemnified Party for all out-events occurring prior thereto, acts or events which occur after the earliest of-pocket costs and expenses : (including, without limitation, reasonable attorneys' fees and expensesI) incurred by such Indemnified Party in the defense return of possession of the Airframe or any claims arising out Engine or any Part to the Owner Trustee or its designee pursuant to the terms of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.Lease Agreement (other than pursuant to -42- PARTICIPATION AGREEMENT (1992 757 [__])

General Indemnity. In addition to any liability of the Borrower to the Agent or the Lenders under Without limiting any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by rights which any such Person may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each and hold harmless Buyer, Buyer’s Affiliates and all of the Agent their respective successors, transferees, participants and the Lendersassigns, and their respective all officers, members, managers, directors, employees, representatives, shareholders, employees and agents and affiliates of any of the foregoing (as used in this Section each an "“Indemnified Party") fromPerson”), hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all actionsclaims, suits, proceedings losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Framework Agreement or any investigationsother Transaction Agreement, litigation any of the transactions contemplated thereby, or inquiries)the ownership, maintenance or purchasing of the Purchased Note, or any actions or inactions of any Outfront Party; excluding however (a) Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that the Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Indemnified Person seeking indemnification or any material breach of the obligations of the Indemnified Person under the Transaction Agreements and (b) Taxes (other than Taxes that represent losses, claims, demandsdamages etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, causes the Seller shall pay on demand to each Indemnified Person any and all amounts necessary to indemnify the Indemnified Person from and against any and all Indemnified Amounts relating to or resulting from any of action, costs, losses the following (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party Amounts and Taxes described in clauses (a) and (b) above (other than the "Indemnity Matters"Taxes specifically enumerated in clause (xii) which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in which any proceeds of all or any part of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiriesbelow), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of any claims arising out of any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.):

General Indemnity. In addition to any liability of The Borrower shall pay, indemnify, and hold the Borrower to Agents, the Agent or Joint Lead Arrangers, the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lenders, and their respective officers, directors, employees, representatives, shareholderscounsel, agents and affiliates attorneys-in-fact and Affiliates (as used in this Section each each, an "“Indemnified Party"Person”) from, hold each of them harmless from and against and promptly upon written demand therefor pay or reimburse each of them for, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit)charges, liabilitiesexpenses or disbursements, damages joint or expense several, of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct (including reasonable and documented fees and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Party Persons taken as a whole, (ii) in the "Indemnity Matters"case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty) and in each case subject to the provisions of Section 4.14 in respect of Taxes and Other Taxes) which may at any time be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or involve arising directly or indirectly out of the Acquisition, this Agreement or any other Credit Document, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of them the foregoing, including with respect to the exercise by any Joint Lead Arranger, Lender or Agent of any of its rights or remedies under any of the Credit Documents, and any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to the Acquisition, this Agreement or any other Credit Document or any Loan, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Person or any other Person, or an Indemnified Person is otherwise a party thereto, and whether or not any of them the conditions precedent set forth in Section 5 are satisfied or the Acquisition or the other transactions contemplated by this Agreement are consummated (all the foregoing, collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder (1) to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is designated a party theretono longer subject to appeal, (2) except with respect to an Agent or its officers, directors, employees, counsel, agents or attorneys-in-fact as Indemnified Persons, for any losses, claims, damages, liabilities or expenses that (x) does not involve any act or omission of the Borrower or any of its affiliates and (y) is brought by an Indemnified Person against any other Indemnified Person (or any of its Related Parties) (other than in connection with any Indemnified Person acting in its capacity as a result of: Joint Lead Arranger, the Administrative Agent, Collateral Agent, Argentine Paying Agent, Argentine Collateral Agent or any other agent or co-agent, in each case in their respective capacities as such), and (i3) except with respect to an Agent or its officers, directors, employees, counsel, agents or attorneys-in-fact as Indemnified Persons, to any Indemnified Person with respect to Indemnified Liabilities resulting from a material breach of its Obligations hereunder. The Borrower and the Lenders agree not to assert any claim against any Indemnified Person, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to the Acquisition, this Agreement or any of the other Credit Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use by the Borrower of the proceeds of the Loans. The Borrower shall not be liable for any Advance; settlement of any Proceeding (as defined below) effected without its consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against an Indemnified Person in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against such Indemnified Person in respect of which indemnity has been or could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any transaction in which statement as to any proceeds admission of all fault by or any part on behalf of a Drawdown is applied; or (iii) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in the defense of Person. This Section 12.2(a) shall not apply with respect to Taxes other than any claims Taxes that represent losses, claims, damages, etc. arising out of from any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.non-Tax claim. 104

General Indemnity. In addition to any The Co-Lessee does hereby assume liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and the Lendersfor, and their respective officers, directors, employees, representatives, shareholders, agents and affiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands, causes of action, costs, losses (excluding loss of profit), liabilities, damages or expense of any kind or nature whatsoever but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them the transactions contemplated hereby shall be consummated and whether or not the Lease, any Lease Supplement or other Operative Document has expired or been terminated) agrees to defend, indemnify, protect, release, save and hold harmless and keep whole each Indemnified Person, on an After-Tax Basis, from and against any and all liabilities (including but not limited to liabilities arising out of the doctrine o strict liability or arising out of violation of regulatory requirements any kind), obligations, losses, damages, penalties, claims, actions, suits, judgments, costs, expenses, charges, fees and disbursements (including out of pocket fees and expenses, Fees and Expenses and costs of investigation), whether any of the foregoing be founded or unfounded, of whatsoever kind and nature (collectively, the "Claims") that may be imposed on, incurred by or asserted against any Indemnified Person or any Equipment, (a) in any way relating to or arising out of the Equipment or the Operative Documents (including, without limitation, the performance or enforcement of all obligations of the Lessee, CIROR or the Co-Lessee under the Operative Documents and payments made pursuant thereto or any other transactions contemplated thereby or the breach of any covenant or agreement contained therein by Lessee, CIROR or Co-Lessee, or the falsity of any representation or warranty made therein by Lessee, CIROR or Co-Lessee,), or the design, manufacture, construction, purchase, acceptance, possession, rejection, control, financing, refinancing, modification, alteration, non-use, ownership, delivery, nondelivery, use, operation, leasing, subleasing, condition, maintenance, repair, sale, abandonment, storage, insurance, redelivery or de-installation of the Equipment or any Item thereof (whether or not such Equipment or Item is designated a party theretoin compliance with the Operative Documents), (b) in any way relating to or arising from other disposition of, or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of: of any Lien) on, the Equipment or any interest therein, including, without limitation, any claim or penalty arising out of violations of Applicable Law, or in tort (iwhether creating a strict liability or otherwise) or arising from active or passive negligence of an Indemnified Person, latent or other defects, whether or not discoverable by any actual Indemnified Person, or proposed use any other Person, loss of or damage to any property or the environment, death of or injury to any Person and any claim for patent, trademark or copyright infringement, (c) the offer, issuance, sale or delivery of an Note or any direct or beneficial interest under any Operative Document, (d) all costs and expenses incurred by the Borrower any Indemnified Person in connection with any Termination Event, any Lease Event of Default, any Event of Loss, any redemption, refunding, prepayment or transfer of the proceeds of Notes made in accordance with the Operative Documents, any Advance; (ii) amendment, modification or supplement to any transaction in which Operative Document, or any proceeds transfer of all or any part of a Drawdown is applied; the right, ti and interest of the Owner Trustee or any Owner Participant in the Trust Estate or in, to and under any of the Operative Documents, (iiie) any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred arising from or in connection with investigatingthe presence in or on, defending or preparing to defend release or threatened release of any such action, suit, proceeding (including any investigations, litigation substance or inquiries), claim, demand or cause of action; provided, that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent to represent all of the Agent and the Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be obligated to pay or reimburse each Indemnified Party for all outby-of-pocket costs and expenses product (including, without limitation, reasonable attorneys' fees and expensesHazardous Substances) incurred by such Indemnified Party in the defense or from any Item of Equipment or any facility on which any Item of Equipment is located at any time, (f) arising from or in connection with any transport, treatment, recycling, storage, disposal or arrangement therefor, to, at or from an facility of any claims substance (including, without limitation, any Hazardous Substance) or by-product generated by any Item of Equipment of facility on which any Item of Equipment is located at any time, (g) arising out from or in connection with any Environmental Law or any published policy or guidance document issued in connection therewith or demand of a Governmental Authority applicable in any Indemnity Matter way whatsoever to any Item of Equipment or any facility on which any Item of Equipment is located at any time, or (h) arising from or relate to any prohibited transaction or other violation of Section 406 of ERISA or Section 4975 of the time Code; provided, however, that the Co- Lessee shall not be required pursuant to this Section 6.1 to indemnify: (i) any Indemnified Person for any Claim to the extent resulting from acts or events occurring after redelivery of all of the Items of Equipment in accordance with the Lease (other than a redelivery pursuant to Article XVI thereof) and payment of all Rent due and payable but only to the extent not resulting from acts or events occurring prior to such costs and expenses are incurred and such Indemnified Party has given the Borrower written notice thereof.redelivery;