Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) Applicant shall indemnify and hold harmless Bank, its parent, and correspondents and each of their respective directors, officers, employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law.

Indemnification Limitation of Liability. (a) Applicant shall The Borrowers, to the maximum extent permitted by applicable law, jointly and severally agree to indemnify and hold harmless Bank, its parent, the Agent and correspondents each Lender and each of their affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitrationany investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, “Indemnified Liabilities”), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Guarantor, any Borrower or any of their respective directors, shareholders or creditors or an Indemnified Party or any other Person claiming indemnityor any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. If and The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct. The Guarantor and the obligations Borrowers agree not to assert any claim against the Agent, any Lender, any of Applicant under this paragraph are unenforceable their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for any reasonspecial, Applicant shall make the maximum contribution indirect, consequential, or punitive damages arising out of or otherwise relating to the Costs permissible under applicable lawLoan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) Applicant shall UniCapital and each Borrower, jointly and severally, agrees to indemnify and hold harmless Bank, its parent, the Agent (which term for purposes of this Section 11.9 includes the "Mortgagee" under each Security Agreement and correspondents the "Security Agent" under each Lockbox Agreement) and each Lender and each of their affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “"Indemnified Person”Party") from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable external attorneys' fees, charges but excluding principal and disbursements of accrued interest on any counsel (including in-house counsel fees and allocated costsLoan) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitration)any investigation, including any action litigation, or proceeding to compel or restrain preparation of defense in connection therewith) the Loan Documents, any presentation of the transactions contemplated herein, any Aircraft or payment under other Collateral, any Creditpossession, performance, transportation, management, sale, ownership, registration, mortgage, charging, control, maintenance, service, repair, design, testing, defect, overhaul, purchase, bearing, use or operation of any Aircraft or other Collateral, or for the wrongful dishonor of actual or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance proposed use of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionsLoans, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by UniCapital, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person claiming indemnityor any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. If UniCapital and each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated in any Loan Document, except to the extent that such liability directly results from such Indemnified Party's gross negligence or willful misconduct. UniCapital and each Borrower agrees not to assert any claim against the obligations Agent, any Lender, any of Applicant under this paragraph are unenforceable their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for any reasonspecial, Applicant shall make the maximum contribution indirect, consequential, or punitive damages arising out of or otherwise relating to the Costs permissible under applicable lawLoan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Trustor agrees to indemnify, defend, protect, pay and hold harmless BankTrustee and Beneficiary, its parent, and correspondents and each of their respective successors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and the officers, directors, officersstockholders, employees partners, members, employees, agents and agents Affiliates of Trustee and Beneficiary and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofParty on account of the following shall be inadequate: (i) any Credit ownership of the Deed of Trust, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Trustor under this Deed of Trust, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee this Deed of letter of credit proceeds or holder of an instrument or document; Trust and the other Loan Documents in accordance with their respective terms (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Trustor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Brokex xxx Xxxxxx Xxxxxnge Transactions, which may be required in connection with this Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for transaction in connection with which Applicant this Agreement is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) made. Notwithstanding the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Trustor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Applicant shall Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless Bank, its parent, each Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suits, judgments, costsdamages, losses, fines, penalties, damages, liabilities, and expensesreasonable out-of-pocket costs and expenses (including, including expert witness fees and legal without limitation, reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents or the Fourth Amendment or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense 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 Agreement Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the 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. The Borrower agrees that no Indemnified Party shall have any liability (whether administrativedirect or indirect, judicial in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with arbitration)the transactions contemplated herein, including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have liability resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, 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, any of the Indemnified Person claiming indemnity. If and to transactions contemplated herein or the extent that Fourth Amendment or the obligations actual or proposed use of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to proceeds of the Costs permissible under applicable lawLoans.

Indemnification Limitation of Liability. (a) Applicant a. Subject to Section 14(b), each Party shall indemnify be responsible for, and shall indemnify, defend and hold harmless Bankthe other Party, each of its parent, and correspondents Affiliates and each of its and their respective directorsemployees, officers, employees directors, managers, members, stockholders, agents and agents (each, including Bank, an “Indemnified Person”) representatives from and against against, any and all claims, suits, judgments, costs, lossesdamages, fines, penalties, damagesdeficiencies, liabilitieslosses, liabilities (including settlements and expensesjudgments), demands, claims, actions or causes of action, assessments, taxes (including expert witness excise and penalty taxes), penalties and expenses (including, without limitation, interest, court costs, reasonable fees and legal feesexpenses of attorneys, charges accountants and disbursements of any counsel (including in-house counsel other experts and professionals or other reasonable fees and allocated costsexpenses of investigation, litigation or other proceedings) for any Indemnified (collectively, “Losses”) incurred by such indemnified Person (“Costs”)resulting from, arising out of, in connection with, of or as a result of: relating to any (i) breach of any Credit of the representations and warranties of the indemnifying Party set forth in Section 12 or of any pre-advice covenant or agreement of its issuancethe indemnifying Party set forth in this Agreement; (ii) any transfer, sale, delivery, surrenderviolation of applicable law or willful misconduct by, or endorsement grossly negligent act of, any such indemnifying Party, any of its Affiliates or any Drawing Document at any time(s) held by any Indemnified Person of its and their respective employees, officers, directors, managers, members, stockholders, agents or representatives in connection with performance, directly or indirectly, of such indemnifying Party of any CreditTransition Services to be provided by such indemnifying Party under this Agreement; (iii) any action material misrepresentation or proceeding arising out omission made to a third party by such indemnifying Party, any of its Affiliates or any of its and their respective employees, officers, directors, managers, members, stockholders, agents or representatives regarding the Transition Services that was not authorized by the other Party in connection with any Credit writing or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary use of any Credit; (v) materials supplied by, or receipt of any unauthorized Instruction services from, the indemnifying Party pursuant to this Agreement constituting or error resulting in computer transmission; (vi) an adviserinfringement of any patent, confirmer copyright or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) trademark of any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or resulting in any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance misappropriation of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control trade secret of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawthird party.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Mortgagor agrees to indemnify, defend, protect, pay and hold harmless BankMortgagee, its parentsuccessors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and correspondents and each of their respective the officers, directors, officersstockholders, employees partners, members, employees, agents, and agents Affiliates of Mortgagee and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: Party on account of the following shall be inadequate): (i) any Credit ownership of the Mortgage, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Mortgagor under this Mortgage, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or documentthis Mortgage and the other Loan Documents in accordance with their respective terms; (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Mortgagor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estaxx, Xxxxxx xxx Barter Exchange Transactions, which may be required in connection with this Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for transaction in connection with which Applicant this Agreement is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) made. Notwithstanding the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Mortgagor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Without limiting any other provisions of this Agreement or the Credit Agreement, neither Bank nor any other Indemnitee shall be responsible to Applicant shall indemnify and hold harmless Bank, its parentfor, and correspondents Bank’s rights and each of their respective directors, officers, employees remedies against Applicant and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofApplicant’s obligation to reimburse the Bank under the Credit Agreement shall not be impaired by: (i) honor of a presentation under any Credit or any pre-advice which on its face substantially complies with the terms of its issuancesuch Credit; (ii) any transfer, sale, delivery, surrender, or endorsement honor of a presentation of any Drawing Document at any time(sIssuer Documents which appear on their face to have been signed, presented or issued (X) held by any Indemnified Person in connection with purported successor or transferee of any Creditbeneficiary or other party required to sign, present or issue the Issuer Documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any action written or proceeding arising out of electronic demand or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or request for payment under any a Credit, even if nonnegotiable, not in the form of a draft or for not satisfying any requirement that such draft, demand or request bear any or adequate reference to the wrongful dishonor of or honoring a presentation under any Credit; (iv) the identity or authority of any independent undertakings issued by presenter or signer of any Issuer Document or the beneficiary form, accuracy, genuineness, or legal effect of any presentation under any Credit or of any Issuer Documents; (v) disregard of any non-documentary conditions stated in any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviseracting upon any Instruction which it, confirmer in Good Faith, believes to have been given by a Person or other nominated person seeking entity authorized to be reimbursed, indemnified or compensatedgive such Instruction; (vii) any third party seeking to enforce the rights errors, omissions, interruptions or delays in transmission or delivery of an applicantany message, beneficiary, nominated person, transferee, assignee advice or document (regardless of letter how sent or transmitted) or for errors in interpretation of credit proceeds technical terms or holder of an instrument or documentin translation; (viii) the fraud, forgery any delay in giving or illegal action of parties other than the Indemnified Personfailing to give any notice; (ix) any acts, omissions or fraud by, or the enforcement of this Agreement solvency of, any beneficiary, any nominated Person or any rights or remedies under or in connection with this Agreement or any Creditother Person; (x) any breach of contract between the Bank’s performance beneficiary and Applicant or any of the obligations of a confirming institution or entity that wrongfully dishonors a confirmationparties to the underlying transaction; (xi) Bank dishonoring any presentation upon assertion or during the continuance waiver of any Event provision of Default the UCP or for ISP which Applicant is unable primarily benefits an issuer of a letter of credit, including, any requirement that any Issuer Document be presented to it at a particular hour or unwilling to make any payment to Bank required under paragraph 2 aboveplace; or (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available payment to any Person claiming indemnification under paying or negotiating bank (i) through (xii) above to designated or permitted by the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct terms of the Indemnified Person applicable Credit) claiming indemnity. If and that it rightfully honored or is entitled to reimbursement or indemnity under the extent that the obligations Standard Letter of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Credit Practice applicable to the Costs permissible under applicable lawit.

Indemnification Limitation of Liability. (a) Applicant Except to the extent caused by an Indemnified Party's grossly negligent acts or willful misconduct, Borrower shall protect, defend, indemnify and hold save harmless Bank, its parent, and correspondents and each of their respective directors, officers, employees and agents (each, including Bank, an “the Indemnified Person”) Parties from and against any and all actual liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses, expenses (including expert witness without limitation reasonable attorneys' fees and legal feesexpenses (of counsel engaged by Lender, charges and disbursements rather than of all counsel engaged by all such Indemnified Parties)) imposed upon or incurred by or asserted against any Indemnified Party (collectively, "Losses") by reason of (a) ownership of the Mortgage, the Property or any interest therein or receipt of any counsel rents; (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (ib) any Credit accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any pre-advice of its issuancepart thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iic) any transferuse, salenonuse or condition in, deliveryon or about the Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement adjacent parking areas, streets or ways; (d) performance of any Drawing Document at labor or services or the furnishing of any time(smaterials or other property in respect of the Property or any part thereof; (e) held any actions taken by any Indemnified Person Party in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement Mortgage and the other Loan Documents; (f) any failure to act on the part of any Indemnified Party hereunder; (g) the payment or nonpayment of any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; (h) the failure of Borrower 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 Agreement Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; (i) the failure to pay any tax on the making and/or recording of this Mortgage, the Note or any Creditother Loan Document; and (xk) a default under Section 36 of this Mortgage; provided, that the Bank’s performance foregoing indemnification shall not include punitive damages as may be charged to the Indemnified Parties (as opposed to being claimed by the Indemnified Parties against the Borrower). Any amounts payable to an Indemnified Party by reason of the obligations application of this section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid. The provisions of this Section 32 shall survive any termination, satisfaction or assignments of the Loan Documents or the entry of a confirming institution judgment of foreclosure, sale of the Property by nonjudicial foreclosure sale, delivery of a deed in lieu of foreclosure or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance exercise by Lender of any Event of Default its other rights and remedies under this Mortgage or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 abovethe other Loan Documents; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Borrower's obligation to indemnify the Indemnified Parties under this Section 32 shall not be available apply to any Person claiming indemnification under (i) through (xii) above Losses arising solely from and after the date that Lender or any purchaser pursuant to a foreclosure sale or deed in lieu of foreclosure takes title to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawProperty.

Indemnification Limitation of Liability. (a) Applicant shall Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless Bank, its parent, each Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense 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 Agreement Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the 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. The Borrower agrees that no Indemnified Party shall have any liability (whether administrativedirect or indirect, judicial in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with arbitration)the transactions contemplated herein, including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have liability resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, 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, any of the Indemnified Person claiming indemnity. If and to transactions contemplated herein or the extent that actual or proposed use of the obligations proceeds of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawLoans.

Indemnification Limitation of Liability. (a) Applicant To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless Bank, its parentMPW and any MPW customer connected with the provision of Services hereunder, and correspondents and each of their respective directorsparents, subsidiaries, affiliates, agents, officers, directors and employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, damages, suits, judgmentsliabilities, costs, lossescharges, finesdemands, penaltieslosses and other expenses (including, damagesbut not limited to, liabilitiesattorney's fees) 1) arising in any way out of this Agreement or the Services, and expensesor 2) otherwise attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property, including expert witness fees and legal feesthe loss of use resulting therefrom, charges and disbursements or to imposition of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out offines or penalties by governmental agencies or bodies, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding way arising out of or resulting in connection with any Credit or this Agreement (whether administrative, judicial whole or in connection with arbitration)part from (a) the performance of or failure to perform CONTRACTOR'S obligations under the Agreement; (b) the inaccuracy of any representation or warranty of CONTRACTOR contained in the Agreement; or (c) any negligent act or omission of CONTRACTOR, any subcontractor or their respective employees, agents or other representatives or anyone else directly or indirectly employed by any of them or otherwise acting under any of their supervision or control, regardless of whether or not it is caused in part by a party indemnified hereunder. This obligation is in addition to any other right or obligation of indemnity to which the parties indemnified hereby may be entitled. In the event and to the extent that a claim is made by an employee of CONTRACTOR against an indemnitee hereunder, the intent of this Section 6 is that CONTRACTOR shall, and it hereby agrees to, indemnify MPW, and MPW's parents, subsidiaries, affiliates, agents, officers, directors and employees to the same extent as if the claim were made by a non-employee of CONTRACTOR. Accordingly, in addition to the above provisions, and in order to render the Parties' intent and this indemnity agreement fully enforceable, CONTRACTOR, in any indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Workers' Compensation Laws or any other statute or judicial decision, disallowing or limiting such indemnification and consents to a cause of action for indemnity. MPW shall not be liable to CONTRACTOR for any incidental, consequential, exemplary, special or punitive damages, including any action or proceeding to compel or restrain any presentation or payment under any Creditlost profit, or for regardless of how characterized and even if MPW has been advised of the wrongful dishonor possibility of or honoring a presentation under any Credit; (iv) any independent undertakings issued by such damages, which arise from the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement performance of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance Agreement, and regardless of the obligations form of a confirming institution or entity that wrongfully dishonors a confirmation; action (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionswhether in contract, whether rightful or wrongfultort, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available strict liability or otherwise). Any subcontractors hired or used by CONTRACTOR are required to any Person claiming indemnification under (i) through (xii) above agree to the extent that such Costs are found in a finalindemnification and limitation of liability provisions contained herein, non-appealable judgment and any subcontracts issued by a court of competent jurisdiction CONTRACTOR for the Services must contain language similar to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawSection 6.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In consideration of the execution and hold harmless Bankdelivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, its parentthe Borrower hereby indemnifies, exonerates and correspondents holds the Agent, NMS and each Lender and each of their respective directorsaffiliates, officers, employees directors, employees, agents and agents advisors (eachcollectively, including Bank, an “the "Indemnified Person”Parties") free and harmless from and against any and all claims, actions, causes of action, suits, judgmentslosses, costs, losses, fines, penalties, liabilities and damages, liabilities, and expensesexpenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including expert witness reasonable attorneys' fees and legal feesdisbursements (collectively, charges and disbursements of any counsel (including in-house counsel fees and allocated coststhe "Indemnified Liabilities") for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement (whether administrativeby reason of, judicial or in connection with arbitration)with, including any action the execution, delivery, enforcement, performance or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement administration of this Agreement and the other Loan Documents, or any rights transaction financed or remedies under to be financed in whole or in connection part, directly or indirectly, with this Agreement the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Agent or any Credit; (x) Lender, the Bank’s performance shareholders or creditors of the obligations of Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a confirming institution party thereto and whether or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during not the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionstransactions contemplated herein are consummated, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If misconduct, and if and to the extent that the obligations of Applicant under this paragraph are foregoing undertaking may be unenforceable for any reason, Applicant shall the Borrower hereby agrees to make the maximum contribution to the Costs payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability 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 or failure to make an Advance in accordance with Article II hereof following the Borrower's complete satisfaction of all applicable conditions precedent under Article VI and compliance with all applicable terms of Article II; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages. XII.10.

Indemnification Limitation of Liability. (a) Applicant Unless caused solely by an Indemnified Party’s gross negligence or willful misconduct, Borrower shall protect, defend, indemnify and hold save harmless Bank, its parent, and correspondents and each of their respective directors, officers, employees and agents (each, including Bank, an “the Indemnified Person”) Parties from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and expenses), including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for imposed upon or incurred by or asserted against any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: Party by reason of (i) any Credit ownership of the Security Instrument, the Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (v) any unauthorized Instruction or error actions taken by any Indemnified Party in computer transmissionthe enforcement of this Security Instrument and the other Loan Documents; (vi) an adviser, confirmer or other nominated person seeking any failure to be reimbursed, indemnified or compensatedact on the part of any Indemnified Party hereunder; (vii) the payment or nonpayment of any third brokerage commissions to any party seeking to enforce in connection with the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or documenttransaction contemplated hereby; and (viii) the fraudfailure of Borrower to file timely with the Internal Revenue Service an accurate Form 0000-X, forgery Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or illegal action to supply a copy thereof in a timely fashion to the recipient of parties other than the Indemnified Personproceeds of the transaction in connection with which this Security Instrument is made; (ix) the enforcement presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of this Agreement any Hazardous Substances on, from, or affecting the Property or any rights or remedies under or in connection with this Agreement or any Creditother property; (x) the Bank’s performance any personal injury (including wrongful death) or property damage (real or personal) arising out of the obligations of a confirming institution or entity that wrongfully dishonors a confirmationrelated to such Hazardous Substances; (xi) Bank dishonoring any presentation upon lawsuit brought or during the continuance of any Event of Default threatened, settlement reached, or for which Applicant is unable or unwilling Government Action relating to make any payment to Bank required under paragraph 2 abovesuch Hazardous Substances; or, (xii) any violation of laws, orders, regulations, requirements, or demands of government authorities, which are based upon or in any way related to such Hazardous Substances including, without limitation, the acts or omissions, whether rightful or wrongful, costs and expenses of any present remedial action, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses. Any amounts payable to an Indemnified Party by reason of the application of this section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of damage is sustained by such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawParty until paid.

Indemnification Limitation of Liability. (a) Applicant shall The Borrowers jointly and severally agree to protect, indemnify and hold harmless Bankthe Administrative Agent, its parentthe Collateral Agent, and correspondents each Lender and each of their respective officers, affiliates, directors, officersemployees, employees attorneys, accountants, consultants, representatives and agents (each, including Bank, an collectively called the “Indemnified PersonIndemnitees”) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, judgmentsclaims, costs, lossesexpenses and disbursements (including, fineswithout limitation, penaltiespayment by the Administrative Agent, damagesthe Collateral Agent or any Lender of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, liabilitieswithout limitation, and expenses, including expert witness the fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees for and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice consultants of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person such Indemnitees in connection with any Credit; investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (iiiwhether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any action manner relating to or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights of the other Loan Documents (other than claims arising solely from a dispute between the Administrative Agent, the Collateral Agent and any number of Lenders or remedies under between any two or in connection with this Agreement more Lenders), or any Credit; (x) act, event or transaction related or attendant thereto, the Bank’s performance agreements of the obligations Administrative Agent, the Collateral Agent or the Lenders contained herein, the making of a confirming institution Loans or entity the issuance of Letters of Credit, the management of such Loans, Letters of Credit or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder or of such Letters of Credit hereunder (collectively, the “Indemnified Matters”); provided that wrongfully dishonors a confirmationthe Borrowers shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee; (xi) Bank dishonoring provided, further that no Borrower shall have any presentation upon or during obligation to any Indemnitee hereunder with respect to taxes that are imposed on the continuance net income of any Event of Default Indemnitee or for which Applicant is unable any franchise or unwilling to make doing business taxes imposed on any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnityIndemnitee. If and to To the extent that the obligations undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of Applicant under this paragraph are unenforceable for any reasonlaw or public policy, Applicant the Borrowers shall make contribute the maximum contribution portion which they are permitted to the Costs permissible pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) Without limiting any other provisions of this Agreement or the Credit Agreement, Bank and each other Indemnitee (as defined in the Credit Agreement), shall not be responsible to Applicant shall indemnify and hold harmless Bank, its parentfor, and correspondents Bank’s rights and each of their respective directors, officers, employees remedies against Applicant and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofApplicant’s obligation to reimburse the Bank under the Credit Agreement shall not be impaired by: (i) honor of a presentation under any Credit or any pre-advice which on its face substantially complies with the terms of its issuancesuch Credit; (ii) any transfer, sale, delivery, surrender, or endorsement honor of a presentation of any Drawing Document at any time(sDocuments which appear on their face to have been signed, presented or issued (X) held by any Indemnified Person in connection with purported successor or transferee of any Creditbeneficiary or other party required to sign, present or issue the Drawing Documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any action written or proceeding arising out of electronic demand or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or request for payment under any a Credit, even if nonnegotiable or for not in the wrongful dishonor form of a draft, and may disregard any requirement that such draft, demand or honoring a presentation under request bear any or adequate reference to the Credit; (iv) the identity or authority of any independent undertakings issued by presenter or signer of any Drawing Document or the beneficiary form, accuracy, genuineness, or legal effect of any presentation under any Credit or of any Drawing Documents; (v) disregard of any non-documentary conditions stated in any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviseracting upon any Instruction which it, confirmer in Good Faith, believes to have been given by a Person or other nominated person seeking entity authorized to be reimbursed, indemnified or compensatedgive such Instruction; (vii) any third party seeking to enforce the rights errors, omissions, interruptions or delays in transmission or delivery of an applicantany message, beneficiary, nominated person, transferee, assignee advice or document (regardless of letter how sent or transmitted) or for errors in interpretation of credit proceeds technical terms or holder of an instrument or documentin translation; (viii) the fraud, forgery any delay in giving or illegal action of parties other than the Indemnified Personfailing to give any notice; (ix) any acts, omissions or fraud by, or the enforcement of this Agreement solvency of, any beneficiary, any nominated Person or any rights or remedies under or in connection with this Agreement or any Creditother Person; (x) any breach of contract between the Bank’s performance beneficiary and Applicant or any of the obligations of a confirming institution or entity that wrongfully dishonors a confirmationparties to the underlying transaction; (xi) Bank dishonoring assertion or waiver of any provision of the UCP or ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any Drawing Document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under the Standard Letter of Credit Practice applicable to it; (xiii) dishonor of any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment reimburse or indemnify Bank (provided that Applicant acknowledges that if Bank shall later be required to Bank required under paragraph 2 above; (xii) honor the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reasonpresentation, Applicant shall make be liable therefore in accordance with Section 2.06(f) of the maximum contribution Credit Agreement); or (xiv) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Credit, as the Costs permissible under applicable lawcase may be.

Indemnification Limitation of Liability. (a) Applicant shall Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless Bank, its parent, each Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suits, judgments, costsdamages, losses, fines, penalties, damages, liabilities, and expensesreasonable out-of-pocket costs and expenses (including, including expert witness fees and legal without limitation, reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense 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 Agreement Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the 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. The Borrower agrees that no Indemnified Party shall have any liability (whether administrativedirect or indirect, judicial in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with arbitration)the transactions contemplated herein, including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have liability resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, 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, any of the Indemnified Person claiming indemnity. If and to transactions contemplated herein or the extent that actual or proposed use of the obligations proceeds of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawLoans.

Indemnification Limitation of Liability. (a) Applicant shall indemnify and hold harmless Bank, its parent, and correspondents and each of their respective directors, officers, employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; and (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment judgement by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. The Indemnified Person shall give Applicant reasonably prompt written notice of any written claim or demand for payment in connection with which such Indemnified Person is seeking indemnity from Applicant (each, a “Claim”). Upon the written request of Applicant, the Indemnified Person shall consult with Applicant with respect to the defense and settlement of any Claim.

Indemnification Limitation of Liability. (a) Applicant shall The ---------------------------------------- Borrowers jointly and severally agree to protect, indemnify and hold harmless Bankthe Administrative Agent, its parentthe Collateral Agent, and correspondents each Lender and each of their respective officers, affiliates, directors, officersemployees, employees attorneys, accountants, consultants, representatives and agents (each, including Bank, an “Indemnified Person”collectively called the "Indemnitees") ----------- from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, judgmentsclaims, costs, lossesexpenses and disbursements (including, fineswithout limitation, penaltiespayment by the Administrative Agent, damagesthe Collateral Agent or any Lender of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, liabilitieswithout limitation, and expenses, including expert witness the fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees for and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice consultants of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person such Indemnitees in connection with any Credit; investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (iiiwhether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any action manner relating to or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights of the other Loan Documents (other than claims arising solely from a dispute between the Administrative Agent, the Collateral Agent and any number of Lenders or remedies under between any two or in connection with this Agreement more Lenders), or any Credit; (x) act, event or transaction related or attendant thereto, the Bank’s performance agreements of the obligations Administrative Agent, the Collateral Agent or the Lenders contained herein, the making of a confirming institution Loans, the management of such Loans or entity the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder (collectively, the "Indemnified Matters"); provided that wrongfully dishonors a confirmationthe Borrowers ------------------- -------- shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee; (xi) Bank dishonoring provided, further that no Borrower shall have any presentation upon or during -------- ------- obligation to any Indemnitee hereunder with respect to taxes that are imposed on the continuance net income of any Event of Default Indemnitee or for which Applicant is unable any franchise or unwilling to make doing business taxes imposed on any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnityIndemnitee. If and to To the extent that the obligations undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of Applicant under this paragraph are unenforceable for any reasonlaw or public policy, Applicant the Borrowers shall make contribute the maximum contribution portion which they are permitted to the Costs permissible pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In consideration of the execution and hold harmless delivery of this Agreement by each Agent and each Lender and the making of Loans and the issuance of Letters of Credit, each Borrower hereby jointly and severally indemnifies, exonerates and holds each Agent, each Issuing Bank, its parentthe Canadian Collateral Trustee, the US Collateral Agent, and correspondents each Lender and each of their respective officers, directors, employees, agents and advisors (collectively, the "Indemnified Parties"; and, with respect to any one Agent, Issuing Bank, Canadian Collateral Trustee, US Collateral Agent or Lender, and its respective officers, employees directors, employees, agents and agents (eachadvisors being, including Bankin relation to each other, an “a "Related Indemnified Person”Party") free and harmless from and against any and all claims, actions, causes of action, suits, judgmentslosses, costs, losses, fines, penalties, liabilities and damages, liabilities, and expenses, including expert witness fees reasonable and legal documented (in reasonable detail) attorneys' fees, disbursements and service charges and disbursements of any counsel (including in-house counsel fees and allocated costscollectively, the "Indemnified Liabilities") for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement (whether administrativeby reason of, judicial or in connection with arbitration)the execution, including any action delivery, enforcement or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement performance of this Agreement and the other Loan Documents (including, without limitation, the issuance or transfer of, or payment or failure to pay under any Letter of Credit), or any rights transaction financed or remedies to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against either Agent or any Lender, the shareholders or creditors of either Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, except (a) to the extent such claim, damage, loss, liability or expense has resulted from the gross negligence or willful misconduct of such Indemnified Party or any of its Related Indemnified Parties, or such Indemnified Party's violation of applicable law or failure to make an Advance or issue a Letter of Credit or accept a Bankers' Acceptance in violation of this Agreement, (b) results from claims of an Agent or a Lender solely against one or more other Agents or Lenders, (c) in the case of any Letter of Credit, is caused by the failure of either Issuing Bank to pay under any Letter of Credit after presentation to it of a request for payment strictly complying with the terms thereof, unless such payment is prohibited by applicable law or judicial order or decree or (d) results from an action initiated by any Borrower or Guarantor against either Agent, the US Collateral Agent, the Canadian Collateral Trustee, or any Lender in which such Borrower or Guarantor prevails, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities for which otherwise such Borrower is liable under this SECTION 14.9 which is permissible under applicable law. The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionstransactions contemplated herein, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are liability is found in a final, final non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct or from such Indemnified Party's failure to make an Advance or issue a Letter of Credit or accept a Bankers' Acceptance in violation of this Agreement or failure to pay under any Letter of Credit after presentation to it of a request for payment strictly complying with the terms thereof; PROVIDED, HOWEVER, in no event shall any Indemnified Person claiming indemnityParty be liable for consequential, indirect or special, as opposed to direct, damages. If So long as no Acceleration Event has occurred, no Indemnified Party shall settle or otherwise pay or agree to pay any claim for which any Borrower is obligated to provide indemnification under the Loan Documents without the prior written consent of such Borrower, which consent shall not be unreasonably withheld and shall be deemed to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution have been given unless such Borrower objects to the Costs permissible under applicable lawsuch settlement within ten (10) Business Days after notice thereof.

Indemnification Limitation of Liability. (a) Applicant shall The Borrowers, to the maximum extent permitted by applicable law, jointly and severally agree to indemnify and hold harmless Bank, its parent, the Agent and correspondents each Lender and each of their affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “"Indemnified Person”Party") from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys' fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitrationany investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, "Indemnified Liabilities"), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Guarantor, any Borrower or any of their respective directors, shareholders or creditors or an Indemnified Party or any other Person claiming indemnityor any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. If and The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Guarantor and the obligations Borrowers agree not to assert any claim against the Agent, any Lender, any of Applicant under this paragraph are unenforceable their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for any reasonspecial, Applicant shall make the maximum contribution indirect, consequential, or punitive damages arising out of or otherwise relating to the Costs permissible under applicable lawLoan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In consideration of the execution and hold harmless Bankdelivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, its parentthe Borrower hereby indemnifies, exonerates and correspondents holds the Agent, BAS and each Lender and each of their respective directorsaffiliates, officers, employees directors, employees, agents and agents advisors (eachcollectively, including Bank, an “the "Indemnified Person”Parties") free and harmless from and against any and all claims, actions, causes of action, suits, judgmentslosses, costs, losses, fines, penalties, liabilities and damages, liabilities, and expensesexpenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including expert witness reasonable attorneys' fees and legal feesdisbursements (collectively, charges and disbursements of any counsel (including in-house counsel fees and allocated coststhe "Indemnified Liabilities") for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement (whether administrativeby reason of, judicial or in connection with arbitration)with, including any action the execution, delivery, enforcement, performance or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement administration of this Agreement and the other Loan Documents, or any rights transaction financed or remedies under to be financed in whole or in connection part, directly or indirectly, with this Agreement the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Agent or any Credit; (x) Lender, the Bank’s performance shareholders or creditors of the obligations of Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a confirming institution party thereto and whether or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during not the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionstransactions contemplated herein are consummated, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If misconduct, and if and to the extent that the obligations of Applicant under this paragraph are foregoing undertaking may be unenforceable for any reason, Applicant shall the Borrower hereby agrees to make the maximum contribution to the Costs payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability 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; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) Applicant shall indemnify and hold harmless Bank, its parent, and correspondents and each of their respective directors, officers, employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law.;

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Mortgagor agrees to indemnify, defend, protect, pay and hold harmless BankMortgagee, its parentsuccessors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and correspondents and each of their respective the officers, directors, officersstockholders, employees partners, members, employees, agents, and agents Affiliates of Mortgagee and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: Party on account of the following shall be inadequate): (i) any Credit ownership of the Mortgage, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Mortgagor under this Mortgage, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or documentthis Mortgage and the other Loan Documents in accordance with their respective terms; (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Mortgagor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broxxx xxx Xxxxxx Xxxhange Transactions, which may be required in connection with this Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for transaction in connection with which Applicant this Agreement is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) made. Notwithstanding the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Mortgagor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Trustor agrees to indemnify, defend, protect, pay and hold harmless BankTrustee and Beneficiary, its parent, and correspondents and each of their respective successors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and the officers, directors, officersstockholders, employees partners, members, employees, agents and agents Affiliates of Trustee and Beneficiary and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofParty on account of the following shall be inadequate: (i) any Credit ownership of the Deed of Trust, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Trustor under this Deed of Trust, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee this Deed of letter of credit proceeds or holder of an instrument or document; Trust and the other Loan Documents in accordance with their respective terms (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Trustor 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 Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; the transaction in connection with which this Agreement is made. WITHOUT LIMITATION, IT IS THE INTENTION OF TRUSTOR AND TRUSTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH OF THE INDEMNIFIED PARTIES WITH RESPECT TO LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (xiINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) Bank dishonoring any presentation upon or during WHICH IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY SUCH (AND/OR ANY OTHER) OF THE INDEMNIFIED PARTIES. Notwithstanding the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Trustor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Applicant shall indemnify Supplier will defend (at A-dec’s request), indemnify, and hold harmless Bank, A-dec and its parent, affiliates and correspondents its and each of their respective directors, officers, employees employees, and agents (each, including Bank, an “Indemnified Person”) subcontractors from and against any and all claimsthird party actions, proceedings, disputes, suits, judgments, costsclaims, losses, fines, penalties, damages, liabilities, and expenses, including expert witness or fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costsreasonable attorney fees) for any Indemnified Person (collectively, “CostsClaims”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through the Goods or Services, (xiiii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of Supplier or its employees or subcontractors, (iii) a material breach of this Purchase Order or these Terms, or (iv) the Indemnified Person claiming indemnityGoods, Services, or Work Product allegedly or actually infringing upon or misappropriating the intellectual property rights of a third party. If (b) A-dec will defend, indemnify, and to hold harmless Supplier and its affiliates and its and their directors, officers, employees, and subcontractors from and against any Claims arising out of or in connection with (i) the extent negligence or willful misconduct of A-dec or its employees or subcontractors, or (ii) any A-dec Property infringing upon or misappropriating the intellectual property rights of a third party provided that the obligations of Applicant under this paragraph are unenforceable for A- dec Property has not been altered or misused by Supplier. (c) The indemnifying party will not settle any reasonClaims without the indemnified party’s prior written consent, Applicant shall make the maximum contribution such consent not to the Costs permissible under applicable lawbe unreasonably withheld or delayed. (d) A-DEC WILL NOT BE LIABLE TO SUPPLIER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, EVEN IF SUCH DAMAGES WERE FORESEEABLE BY A-DEC OR A-DEC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE LIABILITY IS BASED. THIS LIMITATION OF LIABILITY WILL NOT APPLY TO ANY GROSSLY NEGLIGENT OR FRAUDULENT ACTS OR OMISSIONS.

Indemnification Limitation of Liability. (a) Applicant shall indemnify 17.6.1 In consideration of the execution and hold harmless Bankdelivery of this Agreement by the Agent and each Lender and the making of the Loans, its parenteach of Saputo and the Borrower hereby indemnifies, exonerates and correspondents holds the Agent and each Lender, each of their respective affiliates and each of their respective officers, directors, officersemployees, employees agents, advisors and agents representatives (eachcollectively, including Bank, an “the "Indemnified Person”Parties") free and harmless from and against any and all claims, suitsactions, causes of action, judgments, costssuits, losses, fines, penalties, damagescosts, liabilities, obligations and damages, and expenses, including expert witness fees and legal attorneys' fees, disbursements and service charges and disbursements of any counsel (including in-house counsel fees and allocated costscollectively, the "Indemnified Liabilities") for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement (whether administrativeby reason of, judicial or in connection with arbitration)the execution, including any action delivery, enforcement or proceeding to compel or restrain any presentation or payment under any Creditperformance of this Agreement and the other Loan Documents (including, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviserwithout limitation, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement the Guarantee and Subordination Agreements), or any rights transaction financed or remedies under to be financed, in whole or in connection with this Agreement part, or any Credit; (x) use made or proposed to be made, directly or indirectly, with the Bank’s performance proceeds of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionsLoans, whether rightful or wrongfulnot such action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any present Lender, or future de jure an Indemnified Party or de facto governmental an Indemnified Party is otherwise a party thereto and whether or regulatory authority or cause or event beyond not the control of such Indemnified Person; in each casetransactions contemplated herein are consummated, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a finalclaim, non-appealable judgment by a court of competent jurisdiction to have damage, loss, liability or expense (a) has resulted directly from the gross negligence or willful wilful misconduct of such Indemnified Party, or such Indemnified Party's violation of applicable Law or failure to make a Loan in violation of this Agreement, (b) results from claims of the Indemnified Person claiming indemnity. If Agent or a Lender solely against one or more other Lenders or (c) results from an action or suit initiated by the Borrower or any Guarantor against the Agent or any Lender in which the Borrower or such Guarantor prevails, and if and to the extent that the obligations of Applicant under this paragraph are foregoing undertaking may be unenforceable for any reason, Applicant shall the Borrower hereby agrees to make the maximum contribution to the Costs payment and satisfaction of each of the Indemnified Liabilities for which otherwise the Borrower is liable under this subsection 17.6.1 which is permissible under applicable lawLaw.

Indemnification Limitation of Liability. (a) Applicant shall indemnify and hold harmless Bank, Bank and its parent, and correspondents parent and each of their respective directors, officers, employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house external counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make Rev. 10/31/2014 4 Xxxxx Dorados (execution version) any payment to Bank required under paragraph Section 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph Section are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law.

Indemnification Limitation of Liability. (a) Applicant shall SEI agrees to indemnify and hold harmless Bankeach Agent-Related Person, its parent, each Syndication Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “"Indemnified Person”Party") from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys' fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitrationany investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (all of the foregoing, collectively, the "Indemnified Liabilities"), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person claiming indemnityor any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. If and Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that the obligations such liability is found in a final non-appealable judgment by a court of Applicant under this paragraph are unenforceable competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. Each Borrower agrees not to assert any claim against any Agent-Related Person, any Syndication Agent-Related Person, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for any reasonspecial, Applicant shall make the maximum contribution indirect, consequential, or punitive damages arising out of or otherwise relating to the Costs permissible under applicable lawLoan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Trustor agrees to indemnify, defend, protect, pay and hold harmless BankTrustee and Beneficiary, its parent, and correspondents and each of their respective successors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and the officers, directors, officersstockholders, employees partners, members, employees, agents and agents Affiliates of Trustee and Beneficiary and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofParty on account of the following shall be inadequate: (i) any Credit ownership of the Deed of Trust, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Trustor under this Deed of Trust, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee this Deed of letter of credit proceeds or holder of an instrument or document; Trust and the other Loan Documents in accordance with their respective terms (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Trustor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Brokxx xxx Xxxxxx Xxxhange Transactions, which may be required in connection with this Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; the transaction in connection with which this Agreement is made. WITHOUT LIMITATION, IT IS THE INTENTION OF TRUSTOR AND TRUSTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH OF THE INDEMNIFIED PARTIES WITH RESPECT TO LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (xiINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) Bank dishonoring any presentation upon or during WHICH IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY SUCH (AND/OR ANY OTHER) OF THE INDEMNIFIED PARTIES. Notwithstanding the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Trustor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In consideration of the execution and hold harmless Bankdelivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, its parentthe Borrower hereby indemnifies, exonerates and correspondents holds the Agent, NMSI and each Lender and each of their respective directorsaffiliates, officers, employees directors, employees, agents and agents advisors (eachcollectively, including Bank, an “the "Indemnified Person”Parties") free and harmless from and against any and all claims, actions, causes of action, suits, judgmentslosses, costs, losses, fines, penalties, liabilities and damages, liabilities, and expensesexpenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including expert witness reasonable attorneys' fees and legal feesdisbursements (collectively, charges and disbursements of any counsel (including in-house counsel fees and allocated coststhe "Indemnified Liabilities") for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement (whether administrativeby reason of, judicial or in connection with arbitration)(i) any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries or Affiliates of all or a portion of the capital stock or substantially all of the assets of any other Person, (ii) the execution, delivery, enforcement, performance or 108 administration of this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan (including any action Swing Line Loan) or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iviii) any independent undertakings issued by case or proceeding involving the beneficiary Borrower or any Subsidiary or Affiliates pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law whether or not such action is brought against the Agent, NMSI or any Lender, the shareholders or creditors of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Persons or an Indemnified Person; in each caseParty or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party's gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If misconduct, and if and to the extent that the obligations of Applicant under this paragraph are foregoing undertaking may be unenforceable for any reason, Applicant shall the Borrower hereby agrees to make the maximum contribution to the Costs payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability 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; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) Applicant shall Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless Bank, its parent, each Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suits, judgments, costsdamages, losses, fines, penalties, damages, liabilities, and expensesreasonable out-of-pocket costs and expenses (including, including expert witness fees and legal without limitation, reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents or the First Amendment or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense 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 Agreement Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the 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. The Borrower agrees that no Indemnified Party shall have any liability (whether administrativedirect or indirect, judicial in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with arbitration)the transactions contemplated herein, including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have liability resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, 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, any of the Indemnified Person claiming indemnity. If and to transactions contemplated herein or the extent that First Amendment or the obligations actual or proposed use of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to proceeds of the Costs permissible under applicable lawLoans.

Indemnification Limitation of Liability. (a) Applicant shall The Borrowers jointly and severally agree to protect, indemnify and hold harmless Bankthe Administrative Agent, its parentthe Collateral Agent, and correspondents each Lender and each of their respective officers, affiliates, directors, officersemployees, employees attorneys, accountants, consultants, representatives and agents (each, including Bank, an “Indemnified Person”collectively called the "Indemnitees") from and against any and all claimsliabilities, obligations, ----------- losses, damages, penalties, actions, judgments, suits, judgmentsclaims, costs, lossesexpenses and disbursements (including, fineswithout limitation, penaltiespayment by the Administrative Agent, damagesthe Collateral Agent or any Lender of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, liabilitieswithout limitation, and expenses, including expert witness the fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees for and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) any Credit or any pre-advice consultants of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person such Indemnitees in connection with any Credit; investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (iiiwhether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any action manner relating to or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights of the other Loan Documents (other than claims arising solely from a dispute between the Administrative Agent, the Collateral Agent and any number of Lenders or remedies under between any two or in connection with this Agreement more Lenders), or any Credit; (x) act, event or transaction related or attendant thereto, the Bank’s performance agreements of the obligations Administrative Agent, the Collateral Agent or the Lenders contained herein, the making of a confirming institution Loans or entity the issuance of Letters of Credit, the management of such Loans, Letters of Credit or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder or of such Letters of Credit hereunder (collectively, the "Indemnified ----------- Matters"); provided that wrongfully dishonors a confirmationthe Borrowers shall not have any obligation to any ------- -------- Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee; (xi) Bank dishonoring provided, -------- further that no Borrower shall have any presentation upon or during obligation to any Indemnitee hereunder ------- with respect to taxes that are imposed on the continuance net income of any Event of Default Indemnitee or for which Applicant is unable any franchise or unwilling to make doing business taxes imposed on any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnityIndemnitee. If and to To the extent that the obligations undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of Applicant under this paragraph are unenforceable for any reasonlaw or public policy, Applicant the Borrowers shall make contribute the maximum contribution portion which they are permitted to the Costs permissible pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) Without limiting any other provisions of this Agreement or the Credit Agreement, Bank and each other Indemnitee (as defined in the Credit Agreement), shall not be responsible to Applicant shall indemnify and hold harmless Bank, its parentfor, and correspondents Bank’s rights and each of their respective directors, officers, employees remedies against Applicant and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofApplicant’s obligation to reimburse the Bank under the Credit Agreement shall not be impaired by: (i) honor of a presentation under any Credit or any pre-advice which on its face substantially complies with the terms of its issuancesuch Credit; (ii) any transfer, sale, delivery, surrender, or endorsement honor of a presentation of any Drawing Document at any time(sdrawing documents which appear on their face to have been signed, presented or issued (X) held by any Indemnified Person in connection with purported successor or transferee of any Creditbeneficiary or other party required to sign, present or issue the drawing documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any action written or proceeding arising out of electronic demand or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or request for payment under any a Credit, even if nonnegotiable or for not in the wrongful dishonor form of a draft, and may disregard any requirement that such draft, demand or honoring a presentation under request bear any or adequate reference to the Credit; (iv) the identity or authority of any independent undertakings issued by presenter or signer of any drawing document or the beneficiary form, accuracy, genuineness, or legal effect of any presentation under any Credit or of any drawing documents; (v) disregard of any non-documentary conditions stated in any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviseracting upon any Instruction which it, confirmer in Good Faith, believes to have been given by a Person or other nominated person seeking entity authorized to be reimbursed, indemnified or compensatedgive such Instruction; (vii) any third party seeking to enforce the rights errors, omissions, interruptions or delays in transmission or delivery of an applicantany message, beneficiary, nominated person, transferee, assignee advice or document (regardless of letter how sent or transmitted) or for errors in interpretation of credit proceeds technical terms or holder of an instrument or documentin translation; (viiixiii) the fraud, forgery any delay in giving or illegal action of parties other than the Indemnified Personfailing to give any notice; (ix) any acts, omissions or fraud by, or the enforcement of this Agreement solvency of, any beneficiary, any nominated Person or any rights or remedies under or in connection with this Agreement or any Creditother Person; (x) any breach of contract between the Bank’s performance beneficiary and Applicant or any of the obligations of a confirming institution or entity that wrongfully dishonors a confirmationparties to the underlying transaction; (xi) Bank dishonoring assertion or waiver of any provision of the UCP or ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any drawing document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under the Standard Letter of Credit Practice applicable to it; (xiii) dishonor of any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment reimburse or indemnify Bank (provided that Applicant acknowledges that if Bank shall later be required to Bank honor the presentation, Applicant shall be liable therefor in accordance with Section 2.03 (e) of the Credit Agreement); or acting or failing to act as required or permitted under paragraph 2 aboveStandard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Credit, as the case may be; (xii) provided that the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity foregoing shall not be available excuse the Bank from liability to any Person claiming indemnification under (i) through (xii) above the Applicant to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Applicant to the extent permitted by applicable Law) suffered by the Applicant that such Costs are found in a final, non-appealable judgment caused by a court of competent jurisdiction to have resulted directly from the Bank’s gross negligence or willful misconduct of when determining whether drafts and other documents presented under a Credit comply with the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawterms thereof.

Indemnification Limitation of Liability. (a) Applicant To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless Bank, its parentMPW and any MPW customer connected with the provision of Services hereunder, and correspondents and each of their respective directorsparents, subsidiaries, affiliates, agents, officers, directors and employees and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, damages, suits, judgmentsliabilities, costs, lossescharges, finesdemands, penaltieslosses and other expenses (including, damagesbut not limited to, liabilitiesattorney's fees) 1) arising in any way out of this Agreement or the Services, and expensesor 2) otherwise attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property, including expert witness fees and legal feesthe loss of use resulting therefrom, charges and disbursements or to imposition of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out offines or penalties by governmental agencies or bodies, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding way arising out of or resulting in connection with any Credit or this Agreement (whether administrative, judicial whole or in connection with arbitration)part from (a) the performance of or failure to perform CONTRACTOR'S obligations under the Agreement; (b) the inaccuracy of any representation or warranty of CONTRACTOR contained in the Agreement; or (c) any negligent act or omission of CONTRACTOR, any subcontractor or their respective employees, agents or other representatives or anyone else directly or indirectly employed by any of them or otherwise acting under any of their supervision or control, regardless of whether or not it is caused in part by a party indemnified hereunder. This obligation is in addition to any other right or obligation of indemnity to which the parties indemnified hereby may be entitled. In the event and to the extent that a claim is made by an employee of CONTRACTOR against an indemnitee hereunder, the intent of this Section 6 is that CONTRACTOR shall, and it hereby agrees to, indemnify MPW, and MPW's parents, subsidiaries, affiliates, agents, officers, directors and employees to the same extent as if the claim were made by a non-employee of CONTRACTOR. Accordingly, in addition to the above provisions, and in order to render the Parties' intent and this indemnity agreement fully enforceable, CONTRACTOR, in any indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Workers' Compensation Laws or any other statute or judicial decision, disallowing or limiting such indemnification and consents to a cause of action for indemnity. MPW shall not be liable to CONTRACTOR for any incidental, consequential, exemplary, special or punitive damages, including any action or proceeding to compel or restrain any presentation or payment under any Creditlost profit, or for regardless of how characterized and even if MPW has been advised of the wrongful dishonor possibility of or honoring a presentation under any Credit; (iv) any independent undertakings issued by such damages, which arise from the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement performance of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance Agreement, and regardless of the obligations form of a confirming institution or entity that wrongfully dishonors a confirmation; action (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionswhether in contract, whether rightful or wrongfultort, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available strict liability or otherwise). Hauler and any subcontractors hired or used by CONTRACTOR are required to any Person claiming indemnification under (i) through (xii) above agree to the extent that such Costs are found in a finalindemnification and limitation of liability provisions contained herein, non-appealable judgment and any subcontracts issued by a court of competent jurisdiction CONTRACTOR for the Services must contain language similar to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawSection 6.

Indemnification Limitation of Liability. (a) Applicant Whether or not the transactions contemplated herein are consummated, the Borrower shall indemnify and hold harmless Bank, its parent, each Agent-Related Person and correspondents each Lender and each of their Affiliates and their respective officers, directors, officersemployees, employees agents, and agents attorneys-in-fact (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys’ fees, charges and disbursements ) of any counsel (including in-house counsel fees and allocated costs) for kind or nature that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding way arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitrationany investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or Letters of Credit or any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (including any Excluded Subsidiary), or any Environmental Claim related in any way to the Borrower or any Subsidiary (including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; Excluded Subsidiary) (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance all of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during foregoing, collectively, the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions“Indemnified Liabilities”), whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 14.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto. The Borrower agrees that no Indemnified Party shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Party have any liability for any indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). All amounts due under this Section 14.2 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Indemnified Person claiming indemnity. If Administrative Agent, the replacement of any Lender, the termination of the Commitments and to the extent that repayment, satisfaction or discharge of all the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable lawother Obligations.

Indemnification Limitation of Liability. (a) Applicant shall indemnify In addition to the payment of expenses as required elsewhere herein and in the other Loan Documents, Trustor agrees to indemnify, defend, protect, pay and hold harmless BankTrustee and Beneficiary, its parent, and correspondents and each of their respective successors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), and the officers, directors, officersstockholders, employees partners, members, employees, agents and agents Affiliates of Trustee and Beneficiary and such successors and assigns (eachcollectively, including Bank, an “the "Indemnified Person”Parties") harmless from and against any and all liabilities, obligations, claims, suits, judgments, costs, losses, finesdamages, penalties, damagescauses of action, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, including expert witness fees and legal feesthe "Indemnified Claims"), charges and disbursements imposed upon or incurred by or asserted against any Indemnified Party by reason of any counsel of the following (including in-house counsel fees and allocated costs) for any to the extent that insurance proceeds paid to the applicable Indemnified Person (“Costs”), arising out of, in connection with, or as a result ofParty on account of the following shall be inadequate: (i) any Credit ownership of the Deed of Trust, the Mortgaged Property or any pre-advice interest therein or receipt of its issuanceany rents; (ii) any transferaccident, saleinjury to or death of persons or loss of or damage to property occurring in, deliveryon or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, surrendercurbs, adjacent property or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Creditadjacent parking areas, streets or ways; (iii) any action use, nonuse or proceeding arising out of condition in, on or in connection with about the Mortgaged Property or any Credit part thereof or this Agreement (whether administrativeon the adjoining sidewalks, judicial curbs, adjacent property or in connection with arbitration)adjacent parking areas, including any action streets or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Creditways; (iv) any independent undertakings issued by the beneficiary performance of any Creditlabor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (v) any unauthorized Instruction failure of the Premises or error in computer transmissionthe Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) an adviserany default by Trustor under this Deed of Trust, confirmer the Loan Agreement or any other nominated person seeking to be reimbursed, indemnified or compensatedLoan Documents; (vii) any third party seeking to enforce actions taken by any Indemnified Party in the rights enforcement of an applicant, beneficiary, nominated person, transferee, assignee this Deed of letter of credit proceeds or holder of an instrument or document; Trust and the other Loan Documents in accordance with their respective terms (viii) any failure to act on the fraud, forgery or illegal action part of parties other than the any Indemnified PersonParty hereunder; (ix) the enforcement payment or nonpayment of this Agreement or any rights or remedies under or brokerage commissions to any party in connection with the transaction contemplated hereby; and (x) the failure of Trustor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Xxxxxx xxx Xarter Exchange Transactions, which may be required in connection with this Agreement Agreement, or any Credit; (x) to supply a copy thereof in a timely fashion to the Bank’s performance recipient of the obligations proceeds of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for transaction in connection with which Applicant this Agreement is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) made. Notwithstanding the acts or omissionsforegoing, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity Trustor shall not be available to liable for any Person claiming indemnification under Indemnified Claims arising (iA) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the any Indemnified Person claiming indemnity. If and Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution Indemnified Party takes title to the Costs permissible under applicable lawMortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid.

Indemnification Limitation of Liability. (a) Applicant shall The Borrowers, to the maximum extent permitted by applicable law, agree to indemnify and hold harmless Bankthe Administrative Agent, its parenteach Arranger, each syndication agent, each documentation agent, each L/C Issuer and each Lender, and correspondents and each Related Party of their respective directors, officers, employees and agents any of the foregoing Persons (each, including Bankeach such Person, an “Indemnified PersonParty”) from and against any and all claims, suitsdamages, judgmentslosses, liabilities, costs, lossesand expenses (including, fineswithout limitation, penalties, damages, liabilities, and expenses, including expert witness fees and legal reasonable attorneys’ fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrativeincluding, judicial or without limitation, in connection with arbitrationany investigation, litigation, or proceeding or preparation of defense in connection therewith) (i) in the case of the Arrangers, the Administrative Agent and their Related Parties only, the structuring, arrangement or syndication of the credit facilities established hereby (and all related commitment and fee letters and the execution, delivery or performance thereof) and (ii) this Agreement and the other Loan Documents and the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or Letters of Credit (collectively, “Indemnified Liabilities”), including any action or proceeding to compel or restrain any presentation or payment under any Creditexcept, or for the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnified Party or any Related Party of such Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.09 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower or any of its directors, shareholders or creditors or an Indemnified Party or any other Person claiming indemnityor any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. If and The Borrowers agree that no Indemnified Party shall have any Table of Contents liability (whether direct or indirect, in contract or tort or otherwise) to any of them, any of their subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from the obligations gross negligence or willful misconduct of Applicant under such Indemnified Party or a Related Party of such Indemnified Party. The Borrowers agree not to assert any claim against the Administrative Agent, any Arranger, any syndication agent, any documentation agent, any L/C Issuer, any Lender, or any of the Related Parties of any of the foregoing, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents or any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit. For the avoidance of doubt, no amount shall be payable pursuant to this Section 11.09 in respect of Taxes or Other Taxes, the compensation for which is governed solely by Article III. This paragraph are unenforceable for shall not apply with respect to Taxes other than any reasonTaxes that represent losses, Applicant shall make the maximum contribution to the Costs permissible under applicable lawclaims or damages arising from any non-Tax claim.

Indemnification Limitation of Liability. (a) Applicant Borrower shall indemnify and hold harmless Bank, its parent, and correspondents Bank and each of its affiliates and their respective officers, directors, officersemployees, employees agents and agents advisors (each, including Bank, an “Indemnified PersonParty”) from and against any and all claims, suits, judgments, costsdamages, losses, fines, penalties, damages, liabilities, costs and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel expenses (including in-house counsel fees and allocated costswithout limitation reasonable attorneys’ fees) for that may be incurred by or asserted or awarded against any Indemnified Person (“Costs”), arising out ofParty, in connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (iii) any action or proceeding each case arising out of or in connection with any Credit or this Agreement by reason of (whether administrative, judicial or including without limitation in connection with arbitration)any investigation, including any action litigation, or proceeding to compel or restrain preparation of defense in connection therewith) the Credit Documents, any presentation of the transactions contemplated herein or payment under any Credit, the actual or for proposed use of the wrongful dishonor of or honoring a presentation under any Credit; (iv) any independent undertakings issued by the beneficiary proceeds of any Credit; (v) Advance or the manufacture, storage, transportation, release or disposal of any unauthorized Instruction Hazardous Material on, from, over or error in computer transmission; (vi) an adviseraffecting any of the assets, confirmer properties or other nominated person seeking to be reimbursedoperations of Borrower, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement Subsidiary or any rights predecessor in interest, directly or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the acts or omissionsindirectly, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above except to the extent that such Costs are found in a finalclaim, non-appealable judgment by a court of competent jurisdiction to have resulted directly damage, loss, liability, cost or expense results from the such Indemnified Party’s gross negligence or willful misconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this §8.19 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 hereby waives and agrees not to assert any claim against Bank, any of its 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 Credit Documents, any of the Indemnified Person claiming indemnitytransactions contemplated herein or therein or the actual or proposed use of the proceeds of any Advance. If and to To the extent that any of the obligations of Applicant indemnities required from Borrower under this paragraph §8.19 are unenforceable for because they violate any reasonApplicable Law or public policy, Applicant Borrower shall make pay the maximum contribution amount which it is permitted to the Costs permissible pay under applicable lawApplicable Law.