Common use of Indemnity Clause in Contracts

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a1) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of AgentTo the extent provided by law, Lenders and their respective Affiliatesin addition to the other amounts payable by the Borrower under this Agreement (including, and each such Person's respective officerswithout limitation, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"Section 4 hereof), the Borrower hereby agrees to pay and indemnify the Lender from and against any and all suits, actions, proceedings, claims, damagesliabilities, losses, liabilities costs, and expenses (including including, without limitation, reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appealexpenses) that the Lender may be instituted or asserted against or incurred by any such Indemnified Person (other than as the a result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation misconduct of the rights Lender) incur or be subjected to indemnification specified hereinas a consequence, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice directly or indirectly, of (i) any suit, action, proceeding, claim, damage, loss, liability actual or expense which, in proposed use of any proceeds of the determination of such Indemnified Person, could reasonably be likely to result in a claim Loan or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and Borrower’s entering into or performing under any Credit Document; (ii) any breach by the Borrower of any representation, warranty, covenant, or condition in, or the occurrence of any other default under, any of the Credit Documents, including without limitation all reasonable attorneys’ fees or expenses resulting from the settlement or judicial or administrative determination defense of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole claims or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs liabilities arising as a result of accelerationany such breach or default; (iii) allegations of participation or interference by the Lender in the management, contractual relations, or other affairs of the Borrower; (iv) allegations that the Lender has joint liability with the Borrower to any third party as a result of the transactions contemplated by the Credit Documents; (v) any suit, investigation, or proceeding as to which the Lender is involved as a consequence, directly or indirectly, of its execution of any of the Credit Documents, the making of the Loan, or any other event or transaction contemplated by any of the Credit Documents; or (vi) the conduct or management of or any work or thing done on the Project and any condition of or operation of law the Project. (2) Nothing contained in this paragraph (e) shall require the Borrower to indemnify the Lender for any claim or otherwise);liability that the Borrower was not given any opportunity to contest or for any settlement of any such action effected without the Borrower’s consent. The indemnity of the Lender contained in this paragraph (e) shall survive the termination of this Agreement.

Indemnity. (a) Each Credit Loan Party that is a signatory hereto shall jointly indemnify Agent, each Lender and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employeesAffiliates, attorneys, employees and agents and representatives (each, each an "Indemnified Person"), “Indemnitee”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defensecounsel) (collectively, including those incurred upon any appeal“Losses”) that which may be instituted imposed on, incurred by, or asserted against any Indemnitee in any claim, litigation, proceeding or incurred investigation instituted or conducted by any such Indemnified Governmental Body or instrumentality or any other Person as the result of credit having been extendedwith respect to any aspect of, suspended or terminated under any transaction contemplated by, or referred to in, or any matter related to, this Agreement and or the other Loan Documents and the administration of such creditOther Documents, and in connection with whether or arising out of the transactions contemplated hereunder and thereunder and not Agent or any actions or failures to act in connection therewithLender is a party thereto, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any of the foregoing arises out of the gross negligence, bad faith or willful misconduct of the Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, each Loan Party shall indemnify each Indemnitee from and against all Losses, suffered or incurred by any Indemnitee under or on account of any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Substances affecting the Real Property, whether or not the same originates or emerges from the Real Property or any contiguous real estate, except to the extent such suit, action, proceeding, claim, damage, loss, liability liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Agent or expense results from that Indemnified Person's gross negligence or willful misconductany Lender. Without limitation Each Loan Party’s indemnity obligations shall arise upon the discovery of the rights to indemnification specified hereinpresence of any material Hazardous Substances in violation of Applicable Laws at the Real Property, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) whether or not any suitfederal, actionstate, proceeding, claim, damage, loss, liability or expense which, local environmental agency has taken or threatened any action in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance connection with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination presence of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERHazardous Substances. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly In addition to the payment of expenses pursuant to Section 8.1 hereof, and severally indemnify irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each of Agent, Lenders and their respective AffiliatesLender, and each such Person's respective the officers, directors, employees, attorneysand agents of and counsel to Lender and such holders (collectively, agents the “Indemnitees” and representatives (eachindividually, an "Indemnified Person"), “Indemnitee”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingscauses of action, judgments, suits, claims, damagescosts, lossesexpenses, liabilities and expenses disbursements of any kind or nature whatsoever (including including, the reasonable attorneys' out-of-pocket fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigation, administrative, or defensejudicial proceeding, including those incurred upon any appeal) whether such Indemnitee shall be designated a party thereto), that may be instituted imposed on, incurred by, or asserted against or incurred by such Indemnitee, in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document Document, the use or occurs as intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a result final non-appealable judgment by a court of accelerationcompetent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, by operation pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise);public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligations.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly The Redeveloper indemnifies and severally indemnify agrees to protect, defend and hold harmless each of Agentthe Authority and the Authority’s commissioners, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneysagents, agents affiliates, successors and representatives (each, an "Indemnified Person")assigns, from and against any and all suitsclaims, actionsdemands, proceedings, claimslosses, damages, lossescosts, liabilities expenses, liabilities, taxes, assessments, fines, penalties, charges, administrative and expenses judicial proceedings and orders, judgments, causes of action, remedial action requirements and/or enforcement actions of any kind (including reasonable attorneys' including, without limitation, attorney’s fees and disbursements and other costs of investigation court or defense, including those incurred upon any appealsimilar costs) that may be instituted directly or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses indirectly arising out of or incurred attributable to in connection with disputes between whole or among in part: (a) the material inaccuracy of any parties to representation or the material breach of any representation, covenant or warranty of the Loan Documents Redeveloper contained in this Contract; (collectivelyb) the Redeveloper’s acquisition, "Indemnified Liabilities"); providedownership or use of the Property and the Project Improvements, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to unless caused by the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation misconduct of the rights Authority; (c) the failure on the part of the Redeveloper to indemnification specified hereinperform, each Indemnified Person hereby agrees observe and/or comply with any covenant, obligation or duty to provide Borrower be performed, observed and/or complied with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in by the determination of such Indemnified Person, could reasonably be likely Redeveloper pursuant to result in a claim or demand for indemnification in accordance with the provisions terms of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement Contract or any other Loan Document Transaction Document; (d) any condition of, on or occurs in the Property or the Project Improvements or any part thereof caused by any act or omission of the Redeveloper or the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law; (e) the performance or non-performance of any Transaction Document, contract, agreement, obligation or undertaking entered into by the Redeveloper (whether as a result the agent of acceleration, by operation of law the Authority or otherwise);) in connection with all or any part of the Project; and/or (f) any act or omission of the Redeveloper or any of the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Borrower agrees to, and severally indemnify agrees to cause the Loan Parties to, indemnify, defend and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), the Lender from and against any and all suits, actions, proceedingsliabilities, claims, damages, lossespenalties, liabilities and expenses (including reasonable attorneys' fees and disbursements and other expenditures, losses or charges, including, but not limited to, all costs of investigation investigation, monitoring, legal representation, remedial response, removal, restoration or defensepermit acquisition of any kind whatsoever, including those incurred upon any appeal) that which may now or in the future be instituted undertaken, suffered, paid, awarded, assessed, or asserted against or otherwise incurred by the Lender (or any such Indemnified other Person as affiliated with the result Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of credit having been extendedany sort related to this Section 9.3) relating to, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with resulting from or arising out of (a) the transactions contemplated hereunder use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and thereunder diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any actions Hazardous Substance on, at or failures to act in connection therewithfrom the Improvements, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person whatever kind to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results the same arise from that Indemnified Person's gross negligence or willful misconduct. Without limitation the condition of the rights to indemnification specified hereinImprovements or the ownership, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of use, operation, sale, transfer or conveyance thereof, (ie) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day violation of any applicable LIBOR Period Environmental Law, (whether that repayment is f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made pursuant by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, without limitation, any provision of this Agreement sums which the Lender deems necessary or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);desirable to expend to protect its Liens.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally defend, indemnify and hold harmless Lender and each of Agent, Lenders its Affiliates and their respective Affiliatessuccessors and assigns, and each such Person's respective including the directors, officers, directorspartners, members, shareholders, participants, employees, attorneysprofessionals and agents of any of the foregoing (including any Servicer) and each other Person, agents and representatives if any, who Controls Lender, its Affiliates or any of the foregoing (each, an "“Indemnified Person"Party”), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and other costs of appeal at all appellate levels, investigation or defenseand laboratory fees, including those incurred upon any appeal) consultant fees and litigation expenses), that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as Party (collectively, the result of credit having been extended“Indemnified Liabilities”) in any manner, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with relating to or arising out of or by reason of the transactions contemplated hereunder and thereunder and Loan, including: (i) any actions breach by Borrower of its obligations under, or failures any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to act or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in connection therewithrespect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including any and all Environmental Liabilities and legal costs and expenses wrongful death) or property damage (real or personal) arising out of or incurred related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with disputes between any Lease or among other transaction involving the Property or any parties to part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Loan Documents (collectively, "Indemnified Liabilities")Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that no such Credit Borrower shall not have any obligation to any Indemnified Party shall be liable for any indemnification to an Indemnified Person hereunder to the extent that any it is finally judicially determined that such suitIndemnified Liabilities arise from the gross negligence, actionillegal acts, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence fraud or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified PersonParty and provided, could reasonably be likely further, that Borrower shall not have any obligation to result in a claim any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or demand for indemnification in accordance any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the provisions application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 1.13(a) 5.30 shall survive the Term and the exercise by such Indemnified Person and (ii) any settlement or judicial or administrative determination Lender of any matter described in of its rights or remedies under the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERLoan Documents. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. The Borrower hereby agrees to: (i) pay to the Bank on demand, all costs (including legal and litigation costs and expenses on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses which the Bank may be put to or suffer or incur in connection with the Goods and / or the documents of title to Goods covered by the LCs including for re-shipment thereof for any reason whatsoever, or in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever. (ii) indemnify and keep fully indemnified and save the Bank against: (a) Each Credit Party that is a signatory hereto shall jointly any claim, loss or damage, costs, charges and severally indemnify expenses including litigation expenses whatsoever which may be brought or made against or sustained or incurred by the Bank (and hold harmless each whether paid by the Bank or not) or which the Bank may become liable under or in respect of Agentthe LCs; (b) action or proceedings made or brought against the Bank, Lenders its correspondents or confirming banks or agents; (c) any liability or loss incurred or suffered by it, its correspondents or confirming banks or agents by reason of it having established the LCs; (d) every payment made, obligation, liability, loss and their respective Affiliatesdamage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by the Bank (whether directly or indirectly) under or in connection with and each / or arising from all or any or some of such Person's respective officers, directors, employees, attorneys, agents and representatives LCs; and (each, an "Indemnified Person"), from and e) against any and all suitsliability, actions, proceedings, claimsloss, damages, losses, liabilities costs and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeallegal expenses) that may be instituted or asserted awarded against or incurred or paid by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs Bank as a result of accelerationor in connection with the Bank making payment to the Suppliers, under the LCs, without deducting tax in India whether or not such payment attracts withholding tax in India or requires due certification by operation of law or otherwise);a qualified accountant.

Indemnity. To the fullest extent permitted by law, Vessel Owner shall indemnify, defend (awith counsel satisfactory to City) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of AgentCity, Lenders its City Council, boards and their respective Affiliatescommissions, officers, agents, volunteers, and each such Person's respective officersemployees (collectively, directors, employees, attorneys, agents and representatives (each, an "the “Indemnified Person"), Parties”) from and against any and all suitsclaims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, proceedingscauses of action, claims, damagessuits, losses, liabilities judgments, administrative orders of any nature, fines, penalties, liabilities, costs and expenses (including reasonable attorneys' fees and including, without limitation, attorney’s fees, disbursements and other costs court costs) of investigation every kind and nature (individually, a Claim; collectively, “Claims”), which may arise from or defensein any manner relate (directly or indirectly) to this Agreement (including the negligent and/or willful acts, including those incurred upon errors and/or omissions of Vessel Owner, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or indirectly by any appeal) that of them or for whose acts they may be instituted liable or asserted against any or incurred by any such Indemnified Person as the result all of credit having been extended, suspended or terminated under this Agreement them) and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of following: (i) any suitVessel Owner’s use, actionoccupancy or possession of the Slip and Marina facilities, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) the entry by Vessel Owner, or any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option its invitees on the terms provided hereinMarina property, if and (iiii) any LIBOR Loans are repaid in whole Vessel Owner’s breach or in part prior failure to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to comply with any provision of this Agreement or the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any other Loan Document active or occurs passive negligence or strict liability of obligations under this paragraph are joint and several with any person or entity owing any duty to indemnify, defend and hold harmless the Indemnified Parties, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a result limitation upon the amount of acceleration, indemnification to be provided by operation of law or otherwise);Vessel Owner.

Indemnity. (a) Each Credit Party that is a signatory hereto shall The Borrowers agree, jointly and severally severally, to defend, protect, indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, the Lender and each such Person's respective and all of its officers, directors, employees, attorneys, affiliates, and agents and representatives (each, an "“Indemnified Person"), Parties”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses and disbursements of any kind or nature whatsoever (including, liabilities and expenses (including without limitation, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for the Indemnified Parties in connection with any investigative, administrative or defensejudicial proceeding, including those incurred upon any appeal) that whether or not the Indemnified Parties shall be designated by a party thereto, or otherwise), which may be instituted imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such creditconsequential, 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 connection with any manner relating to or arising out of this Agreement or the transactions contemplated hereunder other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any the management of the Loan Documents (collectivelyincluding, "Indemnified Liabilities")without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan hereunder; provided, that no the Borrowers shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Credit Party shall be liable for any indemnification to an Indemnified Person to Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any such suitlaw or public policy, actionthe Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, proceedingto the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, claimobligation, loss, damage, losspenalty, liability cost or expense results incurred by the Indemnified Parties shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from that the date incurred by the Indemnified Person's gross negligence or willful misconductParties until paid by the Borrowers, be added to the Liabilities, and be secured by the Collateral and the Real Property. Without limitation The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Liabilities of the Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in and the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions termination of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERAgreement. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto Seller shall jointly and severally release, defend, indemnify and hold harmless each Buyer, Affiliates of Agent, Lenders Buyer and its and their respective Affiliates, and each such Person's respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, agents Affiliates and representatives advisors (each, each an "“Indemnified Person"” and collectively the “Indemnified Persons”), on a net after-tax basis, from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damagesfees, lossesreasonable costs, liabilities and expenses (including reasonable attorneys' fees legal fees, charges, and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by counsel for any such Indemnified Person as and expenses), penalties or fines of any kind that may be imposed on, incurred by or asserted against any such Indemnified Person (collectively, the result “Indemnified Amounts”) in any way relating to, arising out of credit having been extendedor resulting from or in connection with (i) the Repurchase Documents, suspended the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or terminated under this Agreement and the other Loan Documents and the administration of such creditrelated property, and or any action taken or omitted to be taken by any Indemnified Person in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to under any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); providedor any transaction contemplated hereby or thereby, that no such Credit Party shall be liable for or any indemnification to an Indemnified Person to the extent that amendment, supplement or modification of, or any such suitwaiver or consent under or in respect of any Repurchase Document, actionany Transaction, proceedingany Purchased Asset, claimany Purchased Asset Document, damageor any Pledged Collateral, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement claims, actions or judicial damages by an Underlying Obligor or administrative determination lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any matter described of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) any Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTNotwithstanding the foregoing, ANY SUCCESSORSellers shall have no liability to any Indemnified Person under clauses (v), ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY(vi), FOR INDIRECT(viii) or (xii) of this Section 13.01 for any claims arising as a result of activities or events which occur at any time more than six (6) months after Buyer (or one of its Affiliates) takes title to the related Mortgaged Property. In any suit, PUNITIVEproceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDor to enforce any provisions of any Purchased Asset, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDEReach Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor from any Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) To induce Lenders to provide If for any reason the LIBOR Rate option on the terms indemnification provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior this Section 13.01 is unavailable to the last day of any Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then the applicable LIBOR Period (whether that repayment is made pursuant Seller shall contribute to any provision of this Agreement the amount paid or any other Loan Document or occurs payable by such Indemnified Person as a result of accelerationsuch loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by operation such Indemnified Person on the one hand and such Seller on the other hand, the relative fault of law or otherwise);such Indemnified Person, and any other relevant equitable considerations. (c) An Indemnified Person may at any time send Sellers a notice showing the calculation of Indemnified Amounts, and Sellers shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Sellers receive such notice. The obligations of Sellers under this Section 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto Tenant shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Landlord from and against any and all suitsclaims arising from Tenant's (or Tenant's agents', actionsservants', proceedingsemployees' or contractors') use or occupancy of the Premises, claimsor from the conduct of Tenant's business or from any activity, damageswork or things done, lossespermitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and expenses in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable attorneys' legal fees and disbursements and other costs of investigation expenses, alleging or defense, including those incurred upon any appeal) that may be instituted resulting from or asserted against arising from or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out contamination of or incurred in connection with disputes between adverse affects on the Premises, the environment, or among any parties to violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement governmental or judicial or administrative determination of entity, and from and against any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTdamages, ANY SUCCESSORliabilities, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYcosts, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs and penalties assessed as a result of accelerationany activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, by operation termination of law this Lease or otherwise);termination of Tenant's occupancy of the Real Property.

Indemnity. (a) Each Credit Party that is a signatory hereto Whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, the Borrower hereby agrees to indemnify, pay and hold harmless each of Agentthe Lender, Lenders its Affiliates and their respective Affiliatesshareholders, and each such Person's respective officers, directors, employeesemployees and agents of the Lender (collectively, attorneys, agents and representatives (each, an "the “Indemnified Person"Parties”), harmless from and against any and all suitsclaims, actionsliabilities, proceedings, claimslosses, damages, lossespenalties, liabilities costs and expenses (including reasonable whether or not any of the foregoing Persons is a party to any litigation), including, without limitation, attorneys' ’ fees and disbursements costs and other costs of investigation investigation, document production, attendance at a deposition, or defenseother discovery, including those incurred upon any appeal) that may be instituted with respect to or asserted against or incurred by any such Indemnified Person as the result arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents or any use of proceeds hereunder, or any exercise by the Lender of its rights and the administration remedies under this Agreement or, any other Loan Document, or any claim, demand, action or cause of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and action being asserted against any actions or failures to act in connection therewithLoan Party, including without limitation with respect to violation of any and all Environmental Liabilities and legal costs and expenses arising out of Law or incurred in connection with disputes between or among any parties to any of the Loan Documents other Law (collectively, "the “Indemnified Liabilities"”); provided, provided that the Borrower shall have no such Credit Party shall be liable for any indemnification obligation hereunder with respect to an Indemnified Person to Liabilities arising from (i) the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation misconduct of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability such Persons or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim its employees or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and representatives or (ii) any settlement or judicial or administrative determination breach in bad faith by such Indemnified Party of any matter described Loan Document. No Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim based on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTconnection with, ANY SUCCESSORas a result of, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of way related to, this Agreement or any other Loan Document or occurs as a result any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of accelerationthe proceeds thereof or any act or omission or event occurring in connection therewith, by operation and each Indemnified Party hereby waives, releases and covenants not to ▇▇▇ upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. This covenant shall survive termination of law or otherwise);this Agreement and the payment of the Obligations.

Indemnity. (a) Each Credit Party that is a signatory hereto In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Company agrees to defend, indemnify, pay and hold harmless each of Agent, Lenders Agents and their respective AffiliatesLenders, and each such Person's respective the officers, directors, trustees, partners, employees, attorneysagents, agents attorneys and representatives affiliates of any of Agents and Lenders (each, an collectively called the "Indemnified PersonIndemnitees"), ) from and against any and all suitsother liabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses and disbursements of any kind or nature whatsoever (including, liabilities and expenses (including without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and other costs of investigation whether based on any federal, state or defenseforeign laws, including those incurred upon any appeal) statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result Indemnitee, in any manner relating to or arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out the use or intended use of or incurred in connection with disputes between or among any parties to the proceeds of any of the Loan Documents Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively, collectively called the "Indemnified Liabilities"); provided, provided that no such Credit Party Company shall be liable for not have any indemnification obligation to an any Indemnitee hereunder with respect to any Indemnified Person Liabilities to the extent that extent, and only to the extent, of any such suitparticular liability, actionobligation, proceedingloss, damage, penalty, claim, damagecost, loss, liability expense or expense results disbursement that arose from that Indemnified Person's the gross negligence or willful misconductmisconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. Without limitation of To the rights extent that the undertaking to indemnification specified hereindefend, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitindemnify, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders Company shall contribute the maximum portion that it is permitted to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior pay and satisfy under applicable law to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all Indemnified Liabilities incurred by the Indemnitees or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. (a) Each Credit Party that is a signatory hereto 12.1 The Sublicensee shall jointly and severally defend, indemnify and hold harmless each of Agentthe Sublicensor, Lenders and their respective its Affiliates, and each such Person's its respective officers, directors, employees, attorneysagents and permitted assigns from and against all claims, proceedings, actions, judgments, costs, damages and all related expenses in connection with: personal or bodily injury, illness or death of any person caused by the Sublicensee’s negligent acts or omissions; damage to or the loss of use of tangible, personal or real property, to the extent that such injury or damage arises from the negligence of or breach of this Agreement by the Sublicensee, any of its personnel or respective officers, directors, employees, agents; claims for infringement, misuse, exploitation or misappropriation of any third-party Intellectual Property rights or breach of confidentiality caused by the Sublicensee, any of its personnel or respective officers, directors, employees, agents; imposition or claims by Government regulators or agencies for fines, penalties, sanctions or other remedies arising from or in connection with the Sublicensee’s failure to comply with its regulatory obligations or on account of default of its tax obligations; or claims on account of any fraud, wilful misconduct, gross negligence, misrepresentation, breach of statutory duty. 12.2 In addition to the above, the Sublicensee agrees to indemnify and hold harmless the Sublicensor, its Affiliates and any of its officers, directors, employees, agents and representatives (each, an "Indemnified Person"), from and against any and all suitsloss, actionsdamage, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation expense or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses cost arising out of or incurred in connection with disputes between any breach or among violation by the Sublicensee of applicable law or governmental regulation; any claims of whatever nature by third parties with respect to any the use and access of the Loan Documents (collectivelyQuickMed System by the Sublicensee; and any administrative or other costs associated with or arising from the Sublicensee’s failure to obtain or maintain the necessary approvals, "Indemnified Liabilities"); providedconsents, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suitgovernmental authorizations, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation licenses and permits required of the rights Sublicensee in order to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability access or expense which, in use the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided hereinQuickMed System, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);applicable.

Indemnity. (a) The Optionee shall and does hereby indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionor or its employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of: (i) the conduct of activities in, on or under the Property; (ii) the environmental protection, clean-up, remediation, and reclamation of the Property including, but not limited to, the obligations and liabilities arising out of or related to: 1. the disturbance or contamination of land, water (above or below surface) or the environment by exploration, mining, processing or waste disposal activities; 2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities; 3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and 4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith. (b) Each Credit Party that is a signatory party hereto shall jointly and severally indemnify and hold save harmless each of Agentthe other, Lenders and their respective Affiliates, and each such Person's respective as well as its officers, directors, employees, attorneys, agents directors and representatives (each, an "Indemnified Person")shareholders, from and against any and all claims, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses, of any nature or kind whatsoever (collectively, the “Claims”), arising by virtue or in respect of any breach of covenant contained herein or failure to comply with any provision herein, or any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any matter set out herein, and any and all actions, suits, actions, proceedings, demands, claims, damagescosts, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements legal and other costs expenses related or incidental thereto. (c) Notwithstanding any other provision of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and any termination of this Agreement, the other Loan Documents indemnities provided herein shall remain in full force and the administration of such credit, and in connection with or arising out effect until all possible liabilities of the transactions contemplated hereunder persons indemnified thereby are extinguished by the operation of law and thereunder and will not be limited to or affected by any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) other indemnity obtained by such Indemnified Person and (ii) indemnified persons from any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERother person. (bd) To induce Lenders to provide No investigation made by or on behalf of either of the LIBOR Rate option on parties hereto at any time shall have the terms provided effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day part, shall operate as a waiver of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);condition herein.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective its officers, directors, employees, attorneys, employees and agents and representatives (each, an "“Indemnified Person"), Parties”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damages, losses, liabilities and expenses taxes (including reasonable attorneys' fees and disbursements and stamp, excise, sales or other costs of investigation or defense, including those incurred upon any appeal) taxes that may be instituted payable or asserted against determined to be payable with respect to any of the Purchased Assets, Purchased Items or incurred Collateral or in connection with any of the transactions contemplated by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the documents delivered in connection herewith, other Loan Documents than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the administration Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of such creditor in connection with, and or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the transactions contemplated hereunder and thereunder and Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any actions other Indemnified Party. In any suit, proceeding or failures to act action brought by Buyer in connection therewithwith any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any and all Environmental Liabilities and legal costs and expenses defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with disputes between or among any parties Buyer’s due diligence reviews with respect to any of the Loan Documents Purchased Assets (collectivelyincluding, "Indemnified Liabilities"); providedwithout limitation, that no such Credit Party shall be liable those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any indemnification to an Indemnified Person to reason) and the extent enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductthe obligation of Seller hereunder is a recourse obligation of Seller. Without limitation of This Article 24 shall survive the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision termination of this Agreement and the repurchase by Seller of any or any other Loan Document or occurs as a result all of acceleration, by operation of law or otherwise);the Purchased Assets.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify of the Borrowers further agrees to defend, protect, indemnify, and hold harmless the Global Administrative Agent, the Arrangers, each and all of the Lenders, and each of Agent, Lenders and their respective Affiliates, and each of such Person's ’s respective officers, directors, employees, attorneysattorneys and agents (including, agents and representatives without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (eachcollectively, an "Indemnified Person"), the “Indemnitees”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of: (i) this Agreement, the other Loan Documents, or any act, event or transaction related or attendant thereto, the making of the Loans hereunder, the management of such Loans or the use or intended use of the proceeds of the Loans; or (ii) any liabilities, obligations, responsibilities, losses, liabilities damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including reasonable attorneys' including, without limitation, attorney, expert and consulting fees and disbursements and other costs of investigation investigation, feasibility or defenseremedial action studies), including those incurred upon fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any appeal) that may be instituted Environmental Law arising from or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with the past, present or arising out future operations of the transactions contemplated hereunder and thereunder and any actions Companies, their Subsidiaries or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of their respective predecessors in interest, or, the Loan Documents past, present or future environmental, health or safety condition of any respective Property of the Companies or their Subsidiaries, the presence of asbestos-containing materials at any respective Property of the Companies or their Subsidiaries or the Release or threatened Release of any contaminant into the environment (collectively, "the “Indemnified Liabilities"Matters”); provided, that however, no such Credit Party Borrower shall be liable for have any indemnification obligation to an Indemnitee hereunder with respect to Indemnified Person Matters to the extent that any such suitcaused solely by or resulting solely from the bad faith, action, proceeding, claim, damage, loss, liability willful misconduct or expense results from that Indemnified Person's gross negligence of such Indemnitee or willful misconduct. Without limitation such Indemnitee’s material breach of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense whichits obligations under this Agreement, in each case as determined by the determination final non-appealable judgment of such Indemnified Persona court of competent jurisdiction. If the undertaking to indemnify, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSORthe Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, all Indemnified Matters incurred by operation of law or otherwise);the Indemnitees.

Indemnity. (a) Each Credit Party that is a signatory hereto Seller shall jointly and severally release, defend, indemnify and hold harmless each Buyer, Affiliates of Agent, Lenders Buyer and its and their respective Affiliates, and each such Person's respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, agents Affiliates and representatives advisors (each, each an "“Indemnified Person"” and collectively the “Indemnified Persons”), against, and shall hold each Indemnified Person harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damagesfees, lossescosts, liabilities and expenses (including reasonable attorneys' fees legal fees, charges, and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by counsel for any such Indemnified Person as and expenses), penalties or fines of any kind that may be imposed on, incurred by or asserted against any such Indemnified Person (collectively, the result “Indemnified Amounts”) in any way relating to, arising out of credit having been extendedor resulting from or in connection with (i) the Repurchase Documents, suspended the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or terminated under this Agreement and the other Loan Documents and the administration of such creditrelated property, and or any action taken or omitted to be taken by any Indemnified Person in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to under any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); providedor any transaction contemplated hereby or thereby, that no such Credit Party shall be liable for or any indemnification to an Indemnified Person to the extent that amendment, supplement or modification of, or any such suitwaiver or consent under or in respect of any Repurchase Document, actionany Transaction, proceedingany Purchased Asset, claimany Purchased Asset Document, damageor any Pledged Collateral, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement claims, actions or judicial damages by an Underlying Obligor or administrative determination lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any matter described of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTIn any suit, ANY SUCCESSORproceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYor to enforce any provisions of any Purchased Asset, FOR INDIRECTSeller shall defend, PUNITIVEindemnify and hold such Indemnified Person harmless from and against all expense, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDloss or damage suffered by reason of any defense, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERset-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor from Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) To induce Lenders to provide If for any reason the LIBOR Rate option on the terms indemnification provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior this Section 13.01 is unavailable to the last day of any applicable LIBOR Period (whether that repayment Indemnified Person or is made pursuant insufficient to any provision of this Agreement hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then Seller shall contribute to the amount paid or any other Loan Document or occurs payable by such Indemnified Person as a result of accelerationsuch loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by operation such Indemnified Person on the one hand and Seller on the other hand, the relative fault of law or otherwise);such Indemnified Person, and any other relevant equitable considerations. (c) An Indemnified Person may at any time send Seller a notice showing the calculation of Indemnified Amounts, and Seller shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Seller receives such notice. The obligations of Seller under this Section 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Vendor hereby agrees to release, Indemnify, defend and hold harmless each of AgentBuyer, Lenders its subsidiaries, affiliates and their respective Affiliatesshareholders, and each such Person's all of their respective officers, directors, members, employees, attorneysagents, agents successors and representatives assigns (each, an collectively referred to as the "Indemnified PersonBuyer Indemnitees"), from and ) harmless against any and all suitslosses, actions, proceedings, claimsliabilities, damages, lossescosts, liabilities and expenses resulting or arising (including reasonable attorneys' fees and disbursements and directly or indirectly) from (a) infringement or alleged infringement of any United States or foreign patent or any other costs of investigation intellectual property right by the services provided hereunder or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as of the result goods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such creditinjuries to any persons whomsoever, and for loss of, damage to delay in connection with delivery or arising out destruction of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses property arising out of or incurred in connection any way connected with disputes between the services performed or among any parties to any of the Loan Documents (collectivelygoods sold hereunder, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except only to the extent that such loss is caused solely by the gross negligence or willful misconduct of any Buyer Indemnitee. Promptly on a Buyer Indemnitee's request Vendor will defend the Buyer Indemnitees against such claims, actions, proceedings and litigation and further pay any and all such losses, liabilities, costs, and expenses arising from any such suitclaim, demand, action, proceeding, claimlitigation, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductsettlement relating thereto. Without limitation of In no event shall the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably Parties be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior liable to the last day of other Party or any applicable LIBOR Period (whether that repayment is made pursuant to third party for any provision of this Agreement indirect, incidental, or consequential, punitive, or any other Loan Document damages of any kind including, but not limited to, business interruption, loss of customers, loss of data, loss of or occurs as damage to reputation or goodwill, loss or liability under or in relation to any other contract, lost revenues, profits, opportunity or anticipated savings and any indirect or consequential loss or damage, for any matter arising out or in connection with the performance or non-performance of the Agreement, whether such liability is asserted on the basis of contract, tort, products liability, negligence, statute or otherwise at law, even if a result Party has been advised of acceleration, by operation the possibility of law or otherwise);such damages.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify indemnify, defend and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Lender from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements and of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other costs of investigation or defensethan breakage costs, including those incurred upon any appeal) that may be instituted imposed on, incurred by, or asserted against or incurred by Lender in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitbreach by Borrower or Leasehold Pledgor of its Obligations under, actionor any material misrepresentation by Borrower or Leasehold Pledgor contained in, proceeding, claim, damage, loss, liability this Agreement or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and other Loan Documents; (ii) any settlement the use or judicial or administrative determination intended use of any matter described in the preceding clause proceeds of the Loan; (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (iiii) any LIBOR Loans are repaid information provided by or on behalf of Borrower or Leasehold Pledgor, or contained in whole any documentation approved by Borrower or Leasehold Pledgor, in either case, to the extent delivered to Lender pursuant to or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of connection with this Agreement or as a condition to the Loan; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other Loan Document than Excluded Taxes) or occurs Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of accelerationthe negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by operation brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or otherwise);public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender; provided, further, that Borrower shall not have any obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, (b) the Indemnified Liability is caused by the Securitization Vehicle failing to have, or maintain its, REMIC or Grantor Trust status, as applicable, and (c) the reason for such failure is other than a breach by Borrower or Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Agreement or the other Loan Documents.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify indemnify, defend and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Lender from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements and of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other costs of investigation or defensethan breakage costs, including those incurred upon any appeal) that may be instituted imposed on, incurred by, or asserted against or incurred by Lender in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitbreach by Borrower or Operating Lessee of its Obligations under, actionor any material misrepresentation by Borrower or Operating Lessee contained in, proceeding, claim, damage, loss, liability this Agreement or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and other Loan Documents; (ii) any settlement the use or judicial or administrative determination intended use of any matter described in the preceding clause proceeds of the Loan; (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (iiii) any LIBOR Loans are repaid information provided by or on behalf of Borrower or Operating Lessee, or contained in whole any documentation approved by Borrower or Operating Lessee, in either case, to the extent delivered to Lender pursuant to or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of connection with this Agreement or as a condition to the Loan; (iv) ownership of any Mortgage, any Individual Property or any interest therein, or receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other Loan Document than Excluded Taxes) or occurs Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of accelerationthe negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by operation brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or otherwise);public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender; provided, further, that Borrower shall not have any obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, (b) the Indemnified Liability is caused by the Securitization Vehicle failing to have, or maintain its, REMIC or Grantor Trust status, as applicable, and (c) the reason for such failure is other than a breach by Borrower or Operating Lessee of its Obligations under, or any material misrepresentation by Borrower or Operating Lessee contained in, this Agreement or the other Loan Documents.

Indemnity. (a) Each Credit Party The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that is a signatory hereto shall jointly he/she/it understands the meaning and severally legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify and hold harmless each of Agent, Lenders the Company and their respective Affiliates, and each such Person's its respective officers, directors, employeesmanaging and non-managing members, attorneys, employees and agents and representatives affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (each, an "Indemnified Person"the “Indemnitee”), from and against any and all suits, actions, proceedingslosses, claims, demands, damages, lossesjudgments, liabilities and expenses (including reasonable attorneys' fees costs and disbursements and other costs of investigation or defenseincluding, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extendedbut not limited to, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses arising out of or reasonably incurred in connection investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with disputes between any covenant or among agreement made by the Subscriber herein or in any parties other document furnished by the Subscriber to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no Indemnitees in connection with this Offering) incurred by each such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that person and/or entity in connection with defending or investigating any such suitclaims or liabilities, actionwhether or not resulting in any liability to such person, proceedingto which any such Indemnitee may become subject under the Securities Act, claimunder any statutes, damageat common law, lossforeign law or otherwise, liability insofar as such losses, claims, demands, liabilities and/or expenses: (a) arise out of or expense results from that Indemnified Person's gross negligence are based upon any untrue statement of a fact made by the Subscriber and contained in this Agreement, or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided hereinarise out of or are based upon any breach by Subscriber of any representation, if (i) any LIBOR Loans are repaid in whole warranty, or agreement made by Subscriber contained herein or in part prior to the last day Investor Questionnaire, or (c) arise out of any applicable LIBOR Period (whether that repayment is made pursuant to any provision the sale/transfer of this Agreement Units, of the Securities Act, or any other Loan Document applicable state, federal, or occurs as a result of acceleration, by operation of law or otherwise);foreign securities law.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The Borrowers further agree to defend, protect, indemnify, and hold harmless the Administrative Agent, each Arranger and each and all of the Lenders and each of Agent, Lenders and their respective Affiliates, and each of such Person's Administrative Agent’s, Arranger’s, Lender’s, or Affiliate’s respective officers, directors, trustees, investment advisors, employees, attorneysattorneys and agents (including, agents and representatives without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article V) (eachcollectively, an "Indemnified Person"), the “Indemnitees”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not any of such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of: (i) this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents; or (ii) any liabilities, obligations, responsibilities, losses, liabilities damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including reasonable attorneys' including, without limitation, attorney, expert and consulting fees and disbursements and other costs of investigation investigation, feasibility or defenseremedial action studies), including those incurred upon fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any appeal) that may be instituted Environmental, Health or asserted against Safety Requirements of Law arising from or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with the past, present or arising out future operations of the transactions contemplated hereunder and thereunder and any actions Company, its Subsidiaries or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of their respective predecessors in interest, or, the Loan Documents past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, "the “Indemnified Liabilities"Matters”); provided, that however, no such Credit Party Borrower shall be liable for have any indemnification obligation to an Indemnitee hereunder with respect to Indemnified Person Matters caused solely by or resulting solely from the willful misconduct or Gross Negligence of such Indemnitee with respect to the extent that any such suitLoan Documents, actionas determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSORthe applicable Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, all Indemnified Matters incurred by operation of law or otherwise);the Indemnitees.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and Hertz agrees to indemnify, hold harmless each of Agent, Lenders and their respective Affiliatesharmless, and each such Person's defend the QI, its respective agents, officers, directors, employees, attorneys, agents members and representatives affiliates (each, an "Indemnified Person"), each a “QI Indemnitee”) from and against any and all suitslosses, actionsliabilities, proceedingscosts and expenses suffered in connection with any claims or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, claimspursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), damagesunless such losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation claims resulting from payments, withdrawals or defenseorders made or purported to be made in accordance with, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, from actions taken in good faith and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with reliance upon the provisions of this Section 1.13(aAgreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) by such Indemnified Person to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and (ii) any settlement or judicial or administrative determination all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any matter described property, including the rental and use of any equipment used in connection therewith; and including the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTcost of any professionals and persons performing any services in connection with any environmental clean-up, ANY SUCCESSORin each case, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERto the extent related to the QI’s involvement under this Agreement. (b) To induce Lenders If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the right to provide control the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole defense of such third party claims or in part prior actions. The QI Indemnitee agrees to consult and cooperate to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, extent reasonably deemed necessary by operation of law or otherwise);Hertz in such defense.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Corporation (the “Indemnitor”) hereby agrees to indemnify and hold harmless each of the Agent, Lenders and their respective Affiliatesits subsidiaries or affiliates, and each such Person's respective of their directors, officers, directors, employees, attorneys, employees and agents and representatives (each, an "Indemnified Person"), hereinafter referred to as the “Personnel”) harmless from and against any and all suitsexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, proceedingssuits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, liabilities and claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (i). Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable expenses (including reasonable attorneys' fees legal expenses), losses, claims and disbursements and other costs liabilities that the Agent may incur as a result of investigation any action or defense, including those incurred upon any appeal) litigation that may be instituted threatened or asserted brought against the Agent. (b) If for any reason (other than the occurrence of any of the events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or incurred any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent or any Personnel, then the Agent and such Indemnified Person Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the result of credit having been extended, suspended or terminated under this Agreement and reasonable costs (including an amount to reimburse the other Loan Documents and Agent for time spent by the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act Agent’s Personnel in connection therewith, including any ) and all Environmental Liabilities and legal costs and out-of-pocket expenses arising out of or incurred by their Personnel in connection with disputes between therewith shall be paid by the Indemnitor as they occur. (d) Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or among any parties to any of the Loan Documents Agent’s Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall, on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (collectively, "Indemnified Liabilities")but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such Credit Party legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any indemnification to an Indemnified Person to the extent that settlement of any such suitlegal proceeding unless it has consented in writing to such settlement, action, proceeding, claim, damage, loss, liability such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of their own separate counsel at the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, Indemnitor’s cost provided the Agent acts reasonably in the determination of selecting such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERcounsel. (be) To induce Lenders The indemnity and contribution obligations of the Indemnitor shall be in addition to provide any liability which the LIBOR Rate option on Indemnitor may otherwise have, shall extend upon the same terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior and conditions to the last day Personnel of the Agent and shall be binding upon and inure to the benefit of any applicable LIBOR Period (whether that repayment is made pursuant to successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any provision of the Personnel of the Agent. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any other Loan Document or occurs as a result termination of acceleration, by operation of law or otherwise);this Agreement.

Indemnity. The Grantee must indemnify and keep the Trust and its agents, employees and officers indemnified against: (a) Each Credit Party all liabilities, costs, damages and expenses relating to the Project that is may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a signatory hereto shall jointly consequence of any negligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; and (b) unless otherwise agreed in writing between the parties, all liabilities, costs, damages and severally indemnify expenses that may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; (c) without limitation to paragraphs (a) and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"b), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses legal costs (including reasonable attorneys' fees and disbursements on a solicitor/solicitor basis) and other costs incurred in defending any action or claim relating to the Project brought against the Trust or its agents, employees or officers as a consequence of investigation any act or defenseomission, including those incurred upon any appeal) that may be instituted or asserted against alleged negligent or incurred by any such Indemnified Person as the result of credit having been extended, suspended wrongful act or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out omission of the transactions contemplated hereunder and thereunder and Grantee or of any actions agent, employee, contractor, associate or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any officer of the Loan Documents Grantee. (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall d) The Grantee’s liability under the indemnity in this clause 14 will be liable for any indemnification to an Indemnified Person reduced proportionately to the extent that any such suit, action, proceeding, claim, damage, loss, liability act or expense results from that Indemnified Person's gross negligence omission (whether negligent or willful misconduct. Without limitation not) of the rights to indemnification specified hereinTrust or it’s agents, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of employees, contractors, and associates or officers (inot being the Grantee) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior contributed to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement relevant liability, cost, damage or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);loss.

Indemnity. (a) Each Credit Party that is a signatory hereto Whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, each Company agrees to indemnify, pay and hold harmless each of Agent, Lenders and their respective Affiliates, the Agent and each such Person's respective Lender and any subsequent holder of any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employeesemployees and agents of the Agent, attorneys, agents each Lender and representatives such holders (each, an collectively called the "Indemnified PersonIndemnitees"), ) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, and the expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or , accident or event caused by any act or omission of such Company or any of its Subsidiaries, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Notes, the Letters of Credit and the Lender Interest, except that such Company shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or wilful misconduct of such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the generality of any provision of this Section, to the fullest extent permitted by law, each Company hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defensedamages, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of under or incurred in connection with disputes between relating to Environmental Laws that it might have by statute or among otherwise against any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERIndemnitee. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall jointly and severally indemnify be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of Agent, Lenders Agents and their respective AffiliatesLenders, and each such Person's respective officersthe Officers, directors, trustees, employees, attorneysagents, agents advisors and representatives Affiliates of Agents and Lenders (each, an "Indemnified Person"collectively called the “Indemnitees”), from and against any and all suitsIndemnified Liabilities (as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee or its related parties as determined by a final judgment of a court of competent jurisdiction. (b) As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, proceedingsjudgments, claimssuits, damages, losses, liabilities and expenses claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys' and documented out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial Proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and other costs of investigation any fees or defenseexpenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including those incurred upon any appeal) securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result Indemnitee, in any manner relating to or arising out of credit having been extended, suspended or terminated under (i) this Agreement and or the other Loan Documents and or the administration of such credit, and in connection with Transactions (including Lenders’ agreement to make the Loans hereunder or arising out the use or intended use of the transactions contemplated proceeds thereof or the issuance of Letters of Credit hereunder and thereunder and or the use or intended use of any actions thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or failures to act in connection therewithomission, including whether rightful or wrongful, of any and all Environmental Liabilities and legal costs and expenses arising out present or future de jure or de facto Government Authority, or any enforcement of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectivelyincluding any sale of, "Indemnified Liabilities"collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries; provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability Environmental Claim or expense results Hazardous Materials Activity arises solely from that Indemnified Person's the gross negligence or willful misconduct. Without limitation misconduct of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice Indemnitee as determined by a final judgment of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination a court of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERcompetent jurisdiction. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly The Company and severally indemnify Uptick agrees to indemnify, defend, and hold harmless each of Agent, Lenders other and their respective Affiliates, and each such Person's respective officersits affiliates, directors, officers, counsel, employees, attorneysagents, agents members, managers, successors, assigns, and representatives controlling persons (as defined in the Act) (each, an "“Indemnified Person"), Party”) from and against any and all suits, actions, proceedingslosses, claims, damages, lossescosts, expenses, and liabilities and expenses (including reasonable attorneys' fees and disbursements any investigatory, legal, and other costs of investigation or defense, including those expenses incurred upon any appeal) that may be instituted or asserted against or as they are incurred by any such an Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and Party in connection with preparing for or defending any action, claim, or proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of (a) the Agreement or the services to be performed under the Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising out of the transactions contemplated hereunder by the Agreement, (c) any inaccuracy in or breach in the representations and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any warranties of the Loan Documents Company contained in this Agreement, and (collectivelyd) any failure of the Company to perform its obligations under this Agreement, "Indemnified Liabilities"); provided, provided that no such Credit Party the Company and Uptick shall not be liable for any indemnification to an Indemnified Person Party in any such case to the extent that any such suitIndemnifiable Loss is found in a final, actionnonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, proceedingresponsible, claimor accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for losses, damageclaims, lossdamages, liability or expense results liabilities finally judicially determined to have resulted solely and exclusively from that actions taken or omitted to be taken as a direct result of such Indemnified Person's Party’s gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 24, the Borrower shall jointly and severally indemnify defend, indemnify, pay and hold harmless each of Agentharmless, Lenders the Lender and its affiliates and their past, present and future respective Affiliatesdirectors, and each such Person's respective managers, shareholders, members, officers, directors, employees, attorneyscounsel, agents accountants, investors, financial advisors, agents, consultants and representatives other advisors (each, an "Indemnified Person"“Indemnitee”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suittaxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, actionarising out of, proceedingor in connection with this Secured Note, claimwhether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or administrative determination threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Secured Note or the transactions contemplated hereby (including the Lender’s agreement to make a loan or the use or intended use of the proceeds thereof, or any matter described in the preceding clause (ienforcement of this Secured Note). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE , IN ALL CASES, WHETHER OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTNOT CAUSED BY OR ARISING, ANY SUCCESSORIN WHOLE OR IN PART, ASSIGNEE OUT OF THE COMPARATIVE, CONTRIBUTORY, OR THIRD PARTY BENEFICIARY SOLE NEGLIGENCE OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders INDEMNITEE; provided that the Borrower shall have no obligation to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior Indemnitee hereunder with respect to the last day foregoing to the extent arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding any applicable LIBOR Period (whether that repayment is made pursuant contrary provision in this Secured Note, the obligation of the Borrower with respect to any provision each indemnity given by them in this Secured Note shall survive the Maturity Date, the payment in full of the Obligations, or conversion to Common Stock, and the termination of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);Secured Note.

Indemnity. (a) Each Credit Party that is a signatory hereto Company shall jointly and severally indemnify indemnify, defend and hold harmless each of AgentUniversity and its trustees, Lenders officers, faculty, students, employees, and agents and their respective Affiliatessuccessors, heirs and assigns (the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and each such Person's respective hold harmless [***] and its trustees, officers, directors, employees, attorneysand agents, agents and representatives their respective successors, heirs and assigns (each, an the "Indemnified Person[***] Indemnitees"), from and against any and all suits, actions, proceedings, claims, damagesliability, lossescost, liabilities and expenses expense, damage deficiency, loss, or obligation (including including, without limitation, reasonable attorneys' attorney's fees and disbursements and other costs of investigation costs), based upon, arising out of, or defense, including those incurred upon otherwise relating to any appeal) that may be instituted actions taken or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and omissions made in connection with or arising out pursuant to this License Agreement. The [***] Indemnitees agree to provide Company with prompt written notice of the transactions contemplated hereunder and thereunder and any actions claim, suit action, demand or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable judgment for any which indemnification to an Indemnified Person to the extent is sought under this Agreement. Company agrees that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees Sublicensee shall agree to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance [***] with the provisions of this Section 1.13(a) same indemnity provided by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERCompany herein. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly In addition to the payment of expenses pursuant to Section 8.1 hereof, and severally indemnify irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each of the Agent, Lenders and their respective Affiliates-Related Persons, and each such Person's respective officers, directors, employees, attorneys, agents the Lender-Related Persons (collectively the “Indemnitees” and representatives (each, an "Indemnified Person"), individually as “Indemnitee”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingscauses of action, judgments, suits, claims, damagescosts, lossesexpenses, liabilities and expenses disbursements of any kind or nature whatsoever (including including, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigation, administrative, or defensejudicial proceeding, including those incurred upon any appeal) whether such Indemnitee shall be designated a party thereto), that may be instituted imposed on, incurred by, or asserted against or incurred by such Indemnitee, in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document Document, the use or occurs as intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee or a result material breach by such Indemnitee of accelerationthe express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by operation counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise);public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. Licensee hereby agrees to indemnify, defend (aby counsel reasonably acceptable to TSRI) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each TSRI and any parent, subsidiary or other affiliated entity of Agent, Lenders TSRI and their respective Affiliates, and each such Person's respective officerstrustees, directors, officers, employees, attorneysscientists, agents agents, successors, assigns and other representatives (eachcollectively, an "Indemnified Person"), the “Indemnitees”) from and against any and all claims, suits, actions, proceedings, claims, damages, lossesliabilities, liabilities losses and expenses (other expenses, including without limitation reasonable attorneys' attorney’s fees, expert witness fees and disbursements and costs incurred by the Indemnitees (collectively, “Losses”), with respect to any third party claim, whether or not a lawsuit or other costs proceeding is filed (collectively “Claim”), that arise out of investigation or defenserelate to: (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the Licensed Patent Rights or use of the Licensed Materials; (b) alleged defects or other problems with any of the Licensed Products manufactured, sold or distributed by Licensee or any Sublicensee, including those incurred upon without limitation any appealpersonal injuries, death or property damages related thereto; (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees; (d) the negligent or willful misconduct of Licensee or any of its Sublicensees; (e) any allegations that may be instituted the Licensed Products developed, manufactured, sold or asserted against distributed by Licensee or incurred by any such Indemnified Person as the result of credit having been extendedSublicensee and/or any trademarks, suspended service marks, logos, symbols, slogans, or terminated under this Agreement and the other Loan Documents and the administration of such credit, and materials used in connection with or arising out to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of the transactions contemplated hereunder and thereunder and authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or defamation, or any actions other intellectual or failures industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to act comply with any applicable laws, rules or regulations in connection therewith, including any and all Environmental Liabilities and legal costs and expenses with the exercise of its rights or the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to the extent the applicable third party’s Claims arising out of or incurred relating to the actions referenced above in connection with disputes between sub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or among agreement made by TSRI in this Agreement. Licensee’s obligation to defend such Claims shall apply to any parties third party allegations or suits against any Indemnitee that arise out of or relate to any of the Loan Documents items described in subparagraphs (collectively, "Indemnified Liabilities"); provided, a) through (f) above. Licensee shall not enter into any settlement of such Claims that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) imposes any suitobligation on TSRI, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in the defense of the Claim. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any settlement of such Claim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, such Indemnitee shall have the right, but not the obligation, to defend itself, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable and documented attorney’s fees, costs and damages incurred in settling or judicial or administrative determination defending such Claims within thirty (30) days after receipt of any matter described in the preceding clause (i)invoice therefor from such Indemnitee. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERThis indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall jointly and severally indemnify indemnify, defend and hold harmless each harmless, the Purchaser from and against and in respect of Agentand shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes whensoever arising with respect to or relating to the Company that are attributable to any taxable period ending on or prior to the Closing Date and, Lenders in the case of a taxable period that includes, but does not end on the Closing Date, the portion of such taxable period that ends on the Closing Date, (ii) any and their respective Affiliatesall Taxes of Parent, Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and each such Personall Taxes arising out of or constituting a breach of any representation, warranty, or covenant of the Parent, Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be referred to herein as "Parent's respective officersTaxes"). Parent's Taxes shall include, directors, employees, attorneys, agents with respect to any taxable period commencing before the Closing Date and representatives ending after the Closing Date (each, an a "Indemnified PersonStraddle Period"), from all Taxes relating to the Company attributable to the portion of the Straddle Period prior to and against including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, the portion of any and all suitsTax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, actionsgross income, proceedingssales, claimspremiums or gross receipts, damagesthe total amount of such Tax for the period in question multiplied by a fraction, lossesthe numerator of which is the number of days in the Pre-Closing Period, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and denominator of which is the administration total number of days in such creditStraddle Period, and (ii) in connection the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or arising out credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereunder hereby, and thereunder and any actions which are calculated on an annual basis (such as the deduction for depreciation or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party capital allowances) shall be liable apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Parent and its affiliates from and against and in respect of and shall be responsible for any indemnification and shall timely pay or cause to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of be paid (i) any suitand all Taxes with respect to the Company, action, proceeding, claim, damage, loss, liability or expense whichthat are attributable to any taxable period commencing after the Closing Date and, in the determination case of a Straddle Period, the portion of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with taxable period that begins on the provisions of this Section 1.13(aday after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") by such Indemnified Person and (ii) any settlement losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or judicial Indirect Parent attributable to a breach of any representation, warranty or administrative covenant of Purchaser or Merger Sub contained in this Article VIII. (c) If Purchaser or any Affiliate files any Return which includes payment of Parent's Taxes, Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall reimburse Purchaser for such Parent's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. If Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent files any Return which includes payments of Purchaser's Taxes, Purchaser shall reimburse Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent, as relevant, for such Purchaser's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall timely provide to Purchaser all information and documents within the possession of Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent (or their auditors, advisors or Affiliates) and signatures and consents necessary for Purchaser to properly prepare and file the Returns described in the second preceding sentence or in connection with the determination of any matter Tax liability or any audit, examination or proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the Returns described in the second preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole sentence or in part prior to connection with the last day determination of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other Loan Document (at their own expense) party to obtain other information or occurs as a result documents necessary or appropriate to prepare and file Returns or elections or necessary or appropriate in connection with the determination of accelerationany Tax liability or any audit, by operation of law examination or otherwise);proceeding.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly a. Buyer shall, at Buyer’s sole cost and severally expense defend, indemnify and hold harmless each of AgentSeller and its parent, Lenders subsidiary and affiliated companies and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, employees and agents and representatives (each, an "“Seller Indemnified Person"), Parties”) harmless from and against any and all third party claims, demands, suits, actions, proceedingsproceedings and litigation, claimsall direct losses, costs, damages, lossesobligations, liabilities judgments, expenses and fees, including without limitation, reasonable attorneys’ fees and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defensecollectively “Losses”), including those incurred upon any appeal) that may be instituted or asserted against suffered or incurred by a Seller Indemnified Party arising out of or in connection with Buyer’s use or any such Indemnified Person as of its licensees’ use of the result of credit having been extended, suspended or terminated under Marks pursuant to this Agreement and the other Loan Documents and subject matter hereof, including without limitation, those relating to: (i) the administration offer or sale of such creditthe Products using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, and fraud, unfair trade practices and/or anti-competitive practices, in connection with relation to the operation of the Retail Station Business; (iv) the violation by Buyer or arising its licensees of any applicable law, regulation or industry standard; and/or (v) the alleged or actual violation of third party rights regarding the realization and/or the release of any advertising using the Marks during the Term; provided, however, in no event shall the foregoing indemnity extend to any Losses to the extent that they arise out of the transactions contemplated a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”). b. Seller shall, at Seller’s sole cost and thereunder expense, defend, indemnify and any actions or failures to act in connection therewithhold Buyer and its parent subsidiary and affiliated companies and their respective officers, including any directors, employees and agents (“Buyer Indemnified Parties”) harmless from and against all Environmental Liabilities and legal costs and expenses Losses arising out of or incurred in connection with disputes between or among any parties Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person Losses to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross caused by Buyer’s negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision Buyer’s breach of this Agreement or any other Loan Document or occurs as a result violation of acceleration, by operation of law or otherwise);law.

Indemnity. (a) Each Credit Party that is a signatory hereto In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Company agrees to defend, indemnify, pay and hold harmless each of Agent, Lenders Agents and their respective AffiliatesLenders, and each such Person's respective the officers, directors, trustees, partners, employees, attorneysagents, agents attorneys and representatives affiliates of any of Agents and Lenders (each, an collectively called the "Indemnified PersonINDEMNITEES"), ) from and against any and all suitsother liabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses and disbursements of any kind or nature whatsoever (including, liabilities and expenses (including without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and other costs of investigation whether based on any federal, state or defenseforeign laws, including those incurred upon any appeal) statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result Indemnitee, in any manner relating to or arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out the use or intended use of or incurred in connection with disputes between or among any parties to the proceeds of any of the Loan Documents Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively, collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, provided that no such Credit Party Company shall be liable for not have any indemnification obligation to an any Indemnitee hereunder with respect to any Indemnified Person Liabilities to the extent that extent, and only to the extent, of any such suitparticular liability, actionobligation, proceedingloss, damage, penalty, claim, damagecost, loss, liability expense or expense results disbursement that arose from that Indemnified Person's the gross negligence or willful misconductmisconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. Without limitation of To the rights extent that the undertaking to indemnification specified hereindefend, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitindemnify, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders Company shall contribute the maximum portion that it is permitted to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior pay and satisfy under applicable law to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all Indemnified Liabilities incurred by the Indemnitees or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Borrower agrees to indemnify, defend and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), the Bank from and against any and all suits, actions, proceedingsliabilities, claims, damages, lossespenalties, liabilities and expenses (including reasonable attorneys' fees and disbursements and other expenditures, losses or charges, including, but not limited to, all costs of investigation investigation, monitoring, legal representation, remedial response, removal, restoration or defensepermit acquisition of any kind whatsoever, including those incurred upon any appeal) that which may now or in the future be instituted undertaken, suffered, paid, awarded, assessed, or asserted against or otherwise incurred by the Bank (or any such Indemnified Person as other person or entity affiliated with the result Bank or representing or acting for the Bank or at the Bank's behest, or with a claim on the Bank or to whom the Bank has liability or responsibility of credit having been extendedany sort related to this Section 11.3) relating to, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with resulting from or arising out of (a) the transactions contemplated hereunder use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and thereunder diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any actions Hazardous Substance on, at or failures to act in connection therewithfrom the Improvements, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person whatever kind to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results the same arise from that Indemnified Person's gross negligence or willful misconduct. Without limitation the condition of the rights to indemnification specified hereinImprovements or the ownership, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of use, operation, sale, transfer or conveyance thereof, (ie) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day violation of any applicable LIBOR Period Environmental Law, (whether that repayment is f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made pursuant by Borrower in this Agreement. Such costs or other liabilities incurred by the Bank or other entity described in this Section 11.3 shall be deemed to include, without limitation, any provision of this Agreement sums which the Bank deems it necessary or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);desirable to expend to protect its security interests and liens.

Indemnity. (a) Each Credit Party that is a signatory hereto To the fullest extent allowed by law, Tenant shall jointly at all times indemnify, defend and severally hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (b) Landlord shall protect, indemnify and hold Tenant harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingsloss, claims, damages, losses, liabilities and expenses liability or costs (including reasonable court costs and attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealfees) that may be instituted or asserted against or incurred by reason of: (a) any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties damage to any of property or any injury (including but not limited to death) to any person occurring in, or on or about the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person Demised Premises or the Building to the extent that any such suit, action, proceeding, claim, damage, loss, liability injury or expense results from that Indemnified Persondamage shall be proximately caused by the Landlord's gross affirmative acts of negligence or willful misconduct. Without limitation misconduct of Landlord or its agents, servants or employees; provided, however, that such indemnification shall be limited to the extent of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of sum of: (i) any suit, action, proceeding, claim, amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or damage, lossafter deductibles, liability or expense which, insurance proceeds that would have been received in the determination of such Indemnified Personevent Landlord had not elected to self-insure, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) the deductible amounts for such claims under such insurance policies. The provisions of this Article shall survive the termination of this Lease with respect to any settlement claims or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERliability occurring prior to such termination. (bc) To induce Lenders to provide Notwithstanding the LIBOR Rate option on foregoing indemnification obligations, Landlord and Tenant both hereby release the terms provided hereinother and the other's officers, if (i) directors, partners, employees and agents from any LIBOR Loans are repaid in whole or in part prior claim which the indemnified party might have to the last day extent that the cost of any applicable LIBOR Period (whether such claim is reimbursed by insurance proceeds recovered by the releasing party, and both Landlord and Tenant shall confirm that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);their insurance providers shall similarly waive all such claims.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally defend, indemnify and hold harmless Lender and each of Agent, Lenders its Affiliates and their respective Affiliatessuccessors and assigns, and each such Person's respective including the directors, officers, directorspartners, members, shareholders, participants, employees, attorneysprofessionals and agents of any of the foregoing (including any Servicer) and each other Person, agents and representatives if any, who Controls Lender, its Affiliates or any of the foregoing (each, an "Indemnified PersonParty"), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and other costs of appeal at all appellate levels, investigation or defenseand laboratory fees, including those incurred upon any appeal) consultant fees and litigation expenses), that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as Party (collectively, the result of credit having been extended"Indemnified Liabilities") in any manner, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with relating to or arising out of or by reason of the transactions contemplated hereunder and thereunder and Loan, including: (i) any actions breach by Borrower of its obligations under, or failures any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Mortgage, the Property or any interest therein, or receipt of any Rents; (v) any accident, injury to act or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in connection therewithrespect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including any and all Environmental Liabilities and legal costs and expenses wrongful death) or property damage (real or personal) arising out of or incurred related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with disputes between any Lease or among other transaction involving the Property or any parties to part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Loan Documents (collectively, "Indemnified Liabilities")Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that no such Credit Borrower shall not have any obligation to any Indemnified Party shall be liable for any indemnification to an Indemnified Person hereunder (A) to the extent that any it is finally judicially determined that such suitIndemnified Liabilities arise from the gross negligence, actionillegal acts, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence fraud or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified PersonParty or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, could reasonably be likely a transfer in lieu of foreclosure or any other transfer); provided that Borrower's obligation to result indemnify the Indemnified Parties with respect to an event or condition specified in a claim clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or demand for indemnification in accordance with its Affiliates acquires title or control of the provisions Property unless such specified event or condition occurs during or after Lender's (or its Affiliate's) period of ownership and provided that Borrower shall bear the burden of proving that such specified event or condition occurred during Lender's (or such Affiliate's) period of ownership.. Any amounts payable to any Indemnified Party by reason of the application of this Section 1.13(a) 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by such any Indemnified Person Party until paid. The obligations and (ii) any settlement or judicial or administrative determination liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any matter described of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERlieu of foreclosure. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. Subject to Section 9.7, except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (a) Each Credit Party Landlord acknowledging that counsel appointed by Tenant’s insurer is a signatory hereto shall jointly and severally acceptable), indemnify and hold harmless each of AgentLandlord, Lenders its affiliates, and their respective Affiliatesemployees, and each such Person's respective officers, directors, employeespartners, attorneysmembers and shareholders, agents the property manager, and representatives (each, an "Indemnified Person")Mortgagees of the Property, from and against any and all suitsliabilities, actions, proceedings, claimslosses, damages, lossescosts, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to (a) any injury to or death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (b) any act, omission, fault, misconduct, negligence or violation of applicable laws and other costs of investigation regulations by Tenant or defenseany Tenant Parties, including those incurred upon without limitation on account of any appealconstruction or other work by Tenant on or about the Premises pursuant to Article 8 or otherwise, or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise. Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that may be instituted or asserted counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and legal costs and expenses expenses), causes of action, suits, claims, demands or judgments of any nature arising out of from or incurred in connection with disputes between respect to Landlord’s or among any parties to any of the Loan Documents (collectivelyLandlord’s employees’, "Indemnified Liabilities"); providedofficers’, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suitcontractors’, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross agents’ negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability misconduct resulting in personal injury or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERbodily harm. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly The Company agrees to indemnify the Agent and severally indemnify and hold harmless each of Agent, Lenders the Banks and their respective Affiliatesdirectors, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each such Person's respective officersIndemnitee harmless from, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suitslosses, actionsclaims, proceedingsdamages and liabilities of any party other than the Company and related expenses, including reasonable counsel fees and expenses incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any Note or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation, or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and expenses (including reasonable attorneys' fees and disbursements and other costs nonappealable judgment to have resulted from the gross negligence or wilful misconduct of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result Indemnitee. The provisions of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, Section 11.11 shall remain operative and in connection with or arising out full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewithhereby, including any and all Environmental Liabilities and legal costs and expenses arising out the repayment of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectivelyLoans, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability reduction or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation cancellation of the rights to indemnification specified hereinCommitment, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability the invalidity or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination unenforceability of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole term or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document Note, or occurs as a result any investigation made by or on behalf of acceleration, by operation of law or otherwise);the Banks. All amounts due under this Section 11.11 shall be payable in immediately available funds upon written demand therefor.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The Borrower agrees to pay, indemnify, and hold harmless each of Agent, Lenders Lender and the Administrative Agent and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneysadvisors, affiliates and agents and representatives (each, an "Indemnified Person"), “Indemnitee”) harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon etc. arising from any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, non-Tax claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto Whether or not the transactions contemplated hereby shall jointly be consummated, Borrower agrees to defend, protect and severally indemnify Lender, its participants and hold harmless each of Agent, Lenders and their respective Affiliatesassigns, and each such Person's of their respective directors, officers, directors, employees, attorneysaffiliates and agents (collectively, agents and representatives (each, an "“Indemnified Person"), Persons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all suits, actions, proceedingslosses, claims, damages, lossesobligations, judgments, penalties, and liabilities and expenses (including related costs and expenses, including, without limitation, reasonable attorneys' counsel fees and disbursements and other costs expenses, incurred by such Indemnified Person arising out of any claim, action, suit, litigation, investigation or defenseproceeding (whether or not such Indemnified Person is a party thereto), including those incurred upon any appeal) that which may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result of credit having been extended(whether direct, suspended indirect or terminated 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 this Agreement and the other Loan Documents and the administration of such creditcommon law or in equity, and or in connection with contract or otherwise) in any manner relating to or arising out of this Agreement, the transactions contemplated hereunder Related Documents, or any act, event or transaction related or attendant hereto or thereto, the making and thereunder and the management of the Loan or the use or intended use of the proceeds of the Loan hereunder; provided, however, that such indemnity shall not apply to any actions such losses, claims, damages, or failures liabilities or related expenses determined by a court of competent jurisdiction to act have arisen from the gross negligence or wilful misconduct of such Indemnified Person. The agreements of Borrower in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred this subsection shall be in connection with disputes between or among any parties addition to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, Indebtedness that no such Credit Party Borrower may otherwise have. All amounts due under this subsection shall be liable for any indemnification payable as incurred upon written demand therefor, shall be added to an Indemnified Person to the Indebtedness of the Borrower and shall bear interest at the Default Rate, and shall be secured by the Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this subsection may be unenforceable because it is violative of any such suitlaw or public policy, actionthe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, proceeding, claim, damage, loss, liability or expense results from that to the payment and satisfaction of all matters incurred by the Indemnified Person's gross negligence or willful misconductPersons. Without limitation The provisions of and undertakings and indemnifications set out in this Section shall survive the satisfaction and payment of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Indebtedness of the Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in and the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions termination of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERAgreement. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto . Borrower shall jointly and severally defend, indemnify and hold harmless Lender and each of Agent, Lenders its Affiliates and their respective Affiliatessuccessors and assigns, and each such Person's respective including the directors, officers, directorspartners, members, shareholders, participants, employees, attorneysprofessionals and agents of any of the foregoing (including any Servicer) and each other Person, agents and representatives if any, who Controls Lender, its Affiliates or any of the foregoing (each, an "“Indemnified Person"Party”), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and other costs of appeal at all appellate levels, investigation or defenseand laboratory fees, including those incurred upon any appeal) consultant fees and litigation expenses), that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as Party (collectively, the result of credit having been extended“Indemnified Liabilities”) in any manner, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with relating to or arising out of or by reason of the transactions contemplated hereunder and thereunder and Loan, including: (i) any actions breach by Borrower of its obligations under, or failures any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Mortgage, the Property or any interest therein, or receipt of any Rents; (v) any accident, injury to act or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in connection therewithrespect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including any and all Environmental Liabilities and legal costs and expenses wrongful death) or property damage (real or personal) arising out of or incurred related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with disputes between any Lease or among other transaction involving the Property or any parties to part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Loan Documents (collectively, "Indemnified Liabilities")Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that no such Credit Borrower shall not have any obligation to any Indemnified Party shall be liable for any indemnification to an Indemnified Person hereunder (A) to the extent that any it is finally judicially determined that such suitIndemnified Liabilities arise from the gross negligence, actionillegal acts, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence fraud or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified PersonParty or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, could reasonably be likely a transfer in lieu of foreclosure or any other transfer); providedthat Borrower’s obligation to result indemnify the Indemnified Parties with respect to an event or condition specified in a claim clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or demand for indemnification in accordance with its Affiliates acquires title or control of the provisions Property unless such specified event or condition occurs during or after Lender’s (or its Affiliate’s) period of ownership and provided that Borrower shall bear the burden of proving that such specified event or condition occurred during Lender’s (or such Affiliate’s) period of ownership.. Any amounts payable to any Indemnified Party by reason of the application of this Section 1.13(a) 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by such any Indemnified Person Party until paid. The obligations and (ii) any settlement or judicial or administrative determination liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any matter described of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERlieu of foreclosure. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall Borrower hereby agrees to jointly and severally indemnify Agent, each Arranger and each Lender (and each of their Affiliates) and hold harmless Agent, each Arranger and each Lender (and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), ) harmless from and against any and all suitsliability, actionsloss, proceedingsdamage, claimssuit, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation action or defense, including those incurred upon any appeal) that may be instituted or asserted against proceeding suffered or incurred by any such Indemnified Person (including reasonable documented attorneys fees and legal expenses) as the result of credit having been extendedsuch Borrower’s failure to observe, suspended perform or terminated under discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement and Agreement, the other Loan Documents and or the administration transactions contemplated hereby or thereby, except those determined by a court of such credit, and competent jurisdiction in connection with or arising a final nonappealable judgment to have arisen out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewithbad faith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation misconduct of, or breach of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document by, Agent, either Arranger or occurs such Lender. In addition, each Borrower shall defend Agent, each Arranger and each Lender (and each of their Affiliates) against and hold it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, each Borrower shall indemnify and hold harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, costs, expenses or liabilities determined by a result court of accelerationcompetent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, by operation gross negligence or willful misconduct of law Agent, either Arranger or otherwise);such Lender. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Section 12.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The Borrower further agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Lenders and each of Agent, Lenders and their respective Affiliates, and each of such PersonAgent's, Lender's, or Affiliate's respective officers, directors, employees, attorneysattorneys and agents (including, agents and representatives without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE V) (eachcollectively, an the "Indemnified PersonINDEMNITEES"), ) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses of any kind or nature whatsoever (including, liabilities and expenses (including reasonable attorneys' without limitation, the fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigative, administrative or defensejudicial proceeding, including those whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred upon any appeal) that may be instituted by, or asserted against such Indemnitees in any manner relating to or incurred by any such Indemnified Person as the result of credit having been extendedarising out of: (i) this Agreement, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectivelyTransaction Documents, "Indemnified Liabilities"); providedor any act, that no such Credit Party shall be liable for any indemnification to an Indemnified Person event or transaction related or attendant thereto or to the extent that Initial Acquisitions, any such suitPermitted Acquisition, actionthe Mergers, proceedingthe Public Offering or the Related Transactions, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation the making of the rights to indemnification specified hereinLoans, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice and the issuance of (i) any suitand participation in Letters of Credit hereunder, action, proceeding, claim, damage, loss, liability or expense which, in the determination management of such Indemnified PersonLoans or Letters of Credit, could reasonably be likely to result in a claim the use or demand for indemnification in accordance with intended use of the provisions proceeds of this Section 1.13(a) the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by such Indemnified Person and the Transaction Documents; or (ii) any settlement liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or judicial wanton injury, damage or administrative determination threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any matter described Environmental, Health or Safety Requirements of Law arising from or in connection with the past, present or future operations of the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Borrower or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Borrower or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the "INDEMNIFIED MATTERS"); PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from (y) a dispute among the Lenders or a dispute between any Lender and the Agent, or (z) the willful misconduct or Gross Negligence of such Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, in each case, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSORthe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, all Indemnified Matters incurred by operation of law or otherwise);the Indemnitees.

Indemnity. (a) Each Credit Party Lessee agrees that is a signatory hereto each payment of Basic Rent hereunder shall jointly be free and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliatesclear of, and each such Person's respective officerswithout deduction for, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suitswithholdings on account of Taxes of any nature whatsoever, actionswhether or not an exclusion pursuant to Section 10(b) applies, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred except as required by law. If any such Indemnified Person as deduction or withholding of Taxes is required with respect to such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the result of credit having been extendednet amount actually received by Lessor, suspended after such deduction or terminated under this Agreement and the other Loan Documents and the administration of withholding, will be equal to all such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, amounts that would be received by Lessor if no such Credit Party shall be liable for any indemnification to an Indemnified Person deduction or withholding had been required, but only to the extent necessary to ensure that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation the holders of the rights outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of Lessor (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision taxing authority for the account of this Agreement or any other Loan Document or occurs Lessor) as a result of accelerationthe application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or with respect to, based upon or measured by operation (A) any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of law any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or otherwiseother disposition of the Aircraft, the Airframe, any Engine or any Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including without limitation the Rent);, or

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly The Tenant hereby indemnifies and severally indemnify saves harmless the Landlord and hold harmless each of Agent, Lenders its successors and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), assigns from and against any and all suitslosses, actions, proceedings, claimsliabilities, damages, lossescosts (including, liabilities without restriction, all legal and expenses other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind whatsoever including, without limitation: (a) the costs of defending, counter-claiming or claiming over against third parties in respect of any action or matter including reasonable attorneys' fees legal fees, costs and disbursements on a solicitor and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement his own client basis and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and at all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.court levels; (b) To induce Lenders any cost, liability or damage arising out of a settlement of any action entered into by the Landlord with or without the consent of the Tenant; and (c) the costs of repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at any time or from time to provide time may be paid, incurred or asserted against the LIBOR Rate option on Landlord, whatsoever arising from or out of, directly or indirectly, the terms provided herein, if (i) any LIBOR Loans are repaid in whole Tenant’s use or occupancy of the Lands or occasioned wholly or in part prior by any act or omission of the Tenant, its agents, contractors, employees, sub-Tenant, licensees, concessionaires or anyone permitted by the Tenant to be in or on the last day Lands and the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any time or from time to time may be paid, incurred or asserted against the Landlord as a direct or indirect result of the presence on or under, or the escape seepage, leakage, spillage, discharged, emission or release, of any applicable LIBOR Period Hazardous Substances, from the Lands either onto any lands, (whether that repayment is made pursuant to including the Lands), into the atmosphere or into any provision water. This indemnification shall survive the expiration of this Agreement or any other Loan Document or occurs as a result the Term of acceleration, by operation the Lease and the termination of law or otherwise);the Lease for whatever cause.

Indemnity. (ai) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The Grantor agrees to indemnify, pay and hold harmless the Beneficiary, the Trustee and each of Agent, Lenders the other Secured Parties and their respective Affiliates, and each such Person's respective the officers, directors, employees, attorneys, agents and representatives Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (eachcollectively, an "Indemnified Person"), the “Indemnitees”) from and against any and all suitsother liabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts (including, losseswithout limitation, liabilities and settlement costs), expenses or disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigative, administrative or defensejudicial proceeding, including those incurred upon any appeal) that commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be instituted imposed on, incurred by or asserted against or incurred by that Indemnitee, in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the transactions contemplated hereunder and thereunder and Indenture, the Notes, any actions other Collateral Document or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of other document evidencing the Loan Documents Secured Obligations (collectively, "the “Indemnified Liabilities"”); provided, however, that the Grantor shall have no such Credit Party shall be liable for any indemnification obligation to an Indemnitee hereunder with respect to Indemnified Person Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liabilities arose from that Indemnified Person's the gross negligence or willful misconductmisconduct of that Indemnitee. Without limitation of To the rights extent that the undertaking to indemnification specified hereinindemnify, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSORthe Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all Indemnified Liabilities incurred by the Indemnitees or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. (a) Each Credit Party that is a signatory hereto Licensee shall jointly at all times (both during and severally after the term hereof) indemnify and hold harmless each of AgentLicensor, Lenders its agents and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneysagainst and from any and all actions, agents suits, liabilities, settlements, losses, damages, costs, charges, reasonable counsel fees and representatives all other expenses, relating to or arising from any and all claims (eachwhether founded or unfounded) of every nature or character (including, an but without limitation, claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (collectively, "Indemnified PersonLosses"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred based upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of Licensee's operation of the transactions contemplated hereunder Departments, or the Licensee's sale, use or installation of the Wares and thereunder Services, or any defect in the Wares and Services or in any actions ingredient, product or failures to act component used in connection therewiththe Wares and Services (or, including any in the event the Wares and all Environmental Liabilities and legal costs and expenses arising out Services shall be a service, used in the performance of such service), or incurred in connection with disputes between or among any parties due to any negligence or dishonesty of, or to any act of the Loan Documents (collectivelycommission or omission by, "Indemnified Liabilities"); providedLicensee or any of its employees or agents, that no such Credit Party shall be liable for any indemnification to an Indemnified Person all except to the extent that any such suit, action, proceeding, claim, damage, loss, liability Loss is caused by Licensor's negligent actions or expense results from that Indemnified Person's gross negligence omissions or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) ; and in case any suit, action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensor by reason of any such claim, the Licensee, if Licensor so requests, shall resist and defend such action, suit or proceeding, claimat the sole expense of Licensee, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERreputable counsel. (b) To induce Lenders Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any and all Losses, based upon or arising out of Licensor's operations, or the Licensor's sale, use or installation of any products or services (other than the Wares or Services), or any defect in any product or service rendered by Licensor (other than the Wares or Services) or in any ingredient, product or component used in such products or services(other than the Wares or Services), or due to provide any negligence or dishonesty of, or to any act of commission or omission by, Licensor or any of its employees or agents, all except to the LIBOR Rate option on extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and in case any action, suit or proceeding shall at any time (either during or after the terms provided hereinterm hereof) be brought against Licensee by reason of any such claim, Licensor, if (i) any LIBOR Loans are repaid in whole Licensee so requests, shall resist and defend such action, suit or in part prior to proceeding, at the last day sole expense of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of accelerationthe Licensor, by operation of law or otherwise);reputable counsel.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Borrower hereby agrees to indemnify, pay and hold harmless each of Agent, Administrative Agent and Lenders and their respective Affiliates, and each such Person's respective the officers, directors, employees, attorneystrustees, agents agents, investment advisors, collateral managers, servicers, and representatives counsel of Administrative Agent and Lenders (each, an collectively called the "Indemnified PersonIndemnitees"), ) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including reasonable attorneys' the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and other costs including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or defensecompensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, including those incurred upon any appeal) that which may be instituted imposed on, incurred by or asserted against or incurred by any such Indemnified Person Indemnitee as the a result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and hereby or by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any actions property now or failures to act in connection therewithpreviously owned, including leased or operated by any and all Environmental Liabilities and legal costs and expenses Borrower, or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (ii) arising out of or incurred relating to the offsite disposal of any materials generated or present on any such property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Borrower, (b) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and (c) any brokerage claims in connection with disputes between the sale or among any parties leasing of any Project, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any of liability resulting from the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any liability with respect to clauses (a) or (c) first occurring after transfer of title of a Project following a foreclosure or pursuant to a conveyance in lieu of foreclosure provided that the applicable Borrower is no longer in possession of the rights to indemnification specified hereinapplicable Project. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Indemnified Person hereby agrees Borrower shall contribute the maximum portion which it is permitted to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior satisfy under applicable law to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all such indemnified liabilities incurred by the Indemnitees or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and Hertz agrees to indemnify, hold harmless each of Agent, Lenders and their respective Affiliatesharmless, and each such Person's defend the QI, its respective agents, officers, directors, employees, attorneys, agents members and representatives affiliates (each, an "Indemnified Person"), each a “QI Indemnitee”) from and against any and all suitslosses, actionsliabilities, proceedingscosts and expenses suffered in connection with any claims or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, claimspursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), damagesunless such losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation claims resulting from payments, withdrawals or defenseorders made or purported to be made in accordance with, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, from actions taken in good faith and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with reliance upon the provisions of this Section 1.13(aAgreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) by such Indemnified Person to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and (ii) any settlement or judicial or administrative determination all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any matter described property, including the rental and use of any equipment used in connection therewith; and including the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTcost of any professionals and persons performing any services in connection with any environmental clean-up, ANY SUCCESSORin each case, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERto the extent related to the QI’s involvement under this Agreement. (b) To induce Lenders If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have the right to provide control the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole defense of such third party claims or in part prior actions. The QI Indemnitee agrees to consult and cooperate to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, extent reasonably deemed necessary by operation of law or otherwise);Hertz in such defense.

Indemnity. Tenant shall indemnify, hold harmless, and, at Landlord’s option (a) Each Credit Party that is a signatory hereto shall jointly with such attorneys as Landlord may approve in advance and severally indemnify in writing), defend Landlord and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective Landlord’s officers, directors, shareholders, partners, members, managers, employees, attorneyscontractors, property managers, agents and representatives (each, an "Indemnified Person")mortgagees and other lien holders, from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses “Losses” (including reasonable attorneys' fees and disbursements and other costs hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result Tenant’s Parties of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents requirements, ordinances, statutes, regulations or other laws referred to in this Article 10, including, without limitation, the Environmental Laws; (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (ib) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination breach of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) Article 10 by such Indemnified Person and Tenant or any of Tenant’s Parties; or (iic) any settlement Hazardous Use by Tenant or judicial any Tenant Parties on, about or administrative determination from the Leased Premises of any matter described Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTComplex, ANY SUCCESSORsums paid in settlement of claims and any costs and expenses associated with injury, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders illness or death to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal and restoration, that repayment is made pursuant are in any way related to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, matter covered by operation of law or otherwise);the foregoing indemnity.

Indemnity. (a) Each Credit Party that is a signatory hereto Without waiving any rights, claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, FWH shall jointly and severally indemnify pay, indemnify, save and hold harmless the Administrative Agent, the Collateral Agent and each Secured Party and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyscounsel, agents and representatives attorneys-in-fact and Affiliates (each, an "“Indemnified Person"), ”) harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, claims, actions, proceedingsjudgments, claimssuits, damagescosts, lossescharges, liabilities and expenses or disbursements (including reasonable attorneys' fees and disbursements and other costs Attorney Costs) of investigation any kind or defensenature whatsoever which may at any time (including at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, including those resignation or replacement of any Agent or any Lender) be imposed on, incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person as the result of credit having been extendedin any way relating to, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the transactions contemplated hereunder and thereunder Borrower or any of its Affiliates related thereto, and any actions investigation, litigation or failures to act in connection therewith, proceeding (including any and bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to Prattsburgh, whether or not any Indemnified Person is a party thereto (all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among the foregoing, collectively, the “Indemnified Liabilities”); provided that FWH shall not have any parties obligation hereunder to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the extent that any such suitfraud, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, any Syndication Agent, any Documentation Agent, each Arranger, each Lender and the Issuing Bank and each of Agent, Lenders and their respective Affiliates, and each of such Person's Agents’, Arrangers’, Lenders’, Issuing Bank and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneysattorneys and agents (collectively, agents and representatives (eachthe “Indemnitees”), an "Indemnified Person")based upon its obligations, from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses of any kind or nature whatsoever (including, liabilities and expenses (including reasonable attorneys' without limitation, the fees and disbursements and other costs of investigation outside counsel for such Indemnitees in connection with any investigative, administrative or defensejudicial proceeding, including those whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred upon any appeal) that may be instituted by or asserted against or incurred by such Indemnitees in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any of the other Loan Document Documents, or occurs as any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent found in a result final non-appealable judgment by a court of accelerationcompetent jurisdiction to have arisen from the willful misconduct or gross negligence of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, by operation pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise);public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Indemnify the Bank and severally indemnify and hold harmless each of Agentits employees, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employeesshareholders, agents, attorneys, agents successors and representatives (each, an "Indemnified Person"), from and assigns against any and all suits, actions, proceedingslosses, claims, damages, lossesliabilities, liabilities obligations, penalties, actions, judgments, suits, costs and expenses (including reasonable of any kind or nature whatsoever, including, without limitation, attorneys' fees and disbursements and other costs of investigation or defenseexpenses, including those incurred upon any appeal) that may be instituted or asserted against or incurred by them arising out of, in any such Indemnified Person way connected with, or as the a result of credit having been extended, suspended (a) this Agreement or terminated the Related Documents or the transactions contemplated hereby or protection or enforcement (including collection or disposition of Collateral) of the Bank's rights under this Agreement or the Related Documents, (b) the execution and delivery of this Agreement by the Company and the performance of the Obligations, (c) any violation of Environmental Laws or any other Loan Documents and Requirements of Law by the administration Company or any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such creditviolation, and in connection with (d) any claim, litigation, investigation or arising out proceedings relating to any of the foregoing or the transactions contemplated by this Agreement, whether or not the Bank is a party thereto; provided, however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent caused by any willful misconduct of the Bank. The foregoing indemnities shall survive the Termination Date, the consummation of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewithby this Agreement, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any the repayment of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to Obligations and the extent that any such suit, action, proceeding, claim, damage, loss, liability invalidity or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination unenforceability of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole term or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or of the Related Documents and shall remain in effect regardless of any other Loan Document investigation made by or occurs as a result on behalf of acceleration, by operation the Bank or the Company and the content or accuracy of law any representation or otherwise);warranty made under this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Lessor agrees to indemnify and hold save harmless each of AgentLessee and its parents, Lenders and their respective Affiliatessubsidiaries, and each such Person's respective officersaffiliates, directors, officers, employees, attorneysagents, agents servants, attorneys and representatives (each, an "Indemnified Person"), from and against any and all suitsclaims, actions, proceedings, claimscauses of action, damages, lossesfines, liabilities and expenses judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and disbursements and other costs expenses of investigation litigation) arising during or defense, including those incurred upon any appealafter the Term: (a) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of accelerationany violation by Lessor of any applicable federal, state or local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Hazardous Materials ("Environmental Laws") relating to the Premises; or (b) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar conditions which occurred or first arose prior to commencement of the Term and during the period of Lessor's ownership of the Premises; or (c) as a result of any violation of the accessibility or path of travel requirements imposed by operation ADA; or (d) as a result of law any of Lessor's representations and warranties being untrue. These indemnities shall survive the expiration, cancellation or otherwisetermination of the Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs);, liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the Term: (a) as a result of Lessee's use and occupancy of the Premises, including, without limitation, any violation by Lessee of any Environmental Laws relating to the Premises; or (b) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the commencement of the Term. These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Lease.

Indemnity. (a) 18.1 Each Credit Party that is a signatory hereto shall of the Issuer and the Guarantors indemnifies, jointly and severally indemnify and hold harmless each of severally, on an after-tax basis, the Paying Agent, Lenders the Registrar and their respective Affiliatesdirectors, and each such Person's respective officers, directorsemployees and controlling persons against all losses, employeesliabilities, attorneyscosts, agents and representatives (each, an "Indemnified Person"), from and against any and all suitsclaims, actions, proceedings, claims, damages, lossesexpenses or demands (including, liabilities but not limited to, all reasonable costs, charges and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of paid or incurred in connection with disputes between disputing or among any parties to defending the foregoing) which any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall them may incur or which may be liable for made against any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs them as a result of accelerationor in connection with the appointment or the exercise of the powers and duties by the Paying Agent or the Registrar, by operation as the case may be, under this Agreement except as may result from the wilful default or negligence of law the Paying Agent or otherwise);the Registrar, as the case may be, or that of their respective directors, officers, employees or controlling persons. 18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, officers, employees or controlling persons. 18.3 The Registrar severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of the Registrar's wilful default or negligence or that of the Registrar's directors, officers, employees or controlling persons. 18.4 This Clause 18 survives the termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Borrower hereby agrees to indemnify, defend and hold harmless each of AgentLender and its successors and assigns and the respective agents, Lenders and their respective Affiliatesaffiliates, and each such Person's respective officers, directors, employees, attorneys, agents directors and representatives (each, an "Indemnified Person"), employees of Lender and its successors and assigns from and against any and all suitsclaims, losses, demands, actions, proceedings, claims, damages, losses, causes of action and liabilities and expenses whatsoever (including reasonable attorneys' ’ fees and disbursements expenses and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding or demand of any kind or character) arising out of or incurred in connection with disputes between or among any parties to any of resulting from: (a) the Loan Documents (collectivelyincluding the enforcement thereof), "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suitclaims, actionlosses and liabilities are proximately caused by Lender’s gross negligence, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence bad faith or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided hereinany violation of any Applicable Environmental Law, if (ic) any LIBOR Loans are repaid in whole act, omission, event or circumstance resulting from or in part prior to connection with the last day ownership, construction, occupancy, operation, use and/or maintenance of the Oil and Gas Properties, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable LIBOR Period Applicable Environmental Law at the time of its existence of occurrence, and (d) any and all claims or proceedings (whether that repayment is made pursuant to any provision of this Agreement brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through any of the Oil and Gas Properties (whether or not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), for which Lender may have liability due to the making of the Loan, the granting of the Security Documents, the exercise of Lender’s rights under the Loan Document Documents or occurs as a result Otherwise. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER, AND BORROWER AGREES, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of accelerationthe indemnification is caused by or arises out of the gross negligence, by operation bad faith or willful misconduct of law such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or otherwise);upon the release, foreclosure or other termination of the Security Documents, but will survive the Maturity Date, foreclosure of the Security Documents or conveyances in lieu of foreclosure, and the repayment of the Loan and the discharge and release of the Security Documents and the other documents evidencing and/or securing the Loan.

Indemnity. (a1) Each Credit Party that is a signatory hereto shall jointly and severally The Company (the “Indemnitor”) hereby agrees to indemnify and hold harmless the Underwriters and each of Agent, Lenders their subsidiaries and their respective Affiliatesaffiliates, and each such Person's respective of their directors, officers, directors, employees, attorneysshareholders and agents (hereinafter referred to as the “Personnel” and, agents and representatives (each, an "together with the Underwriters the “Indemnified Person"), Parties”) harmless from and against any and all suitsexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, proceedingssuits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, lossesliabilities or actions arise out of or are based, liabilities directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and expenses their Personnel hereunder, or otherwise in connection with the matters referred to in this Underwriting Agreement (including the aggregate amount paid in reasonable attorneys' fees and disbursements and other costs settlement of investigation any such actions, suits, investigations, proceedings or defense, including those incurred upon any appeal) claims that may be instituted made against the Underwriters and/or their Personnel), unless such actual or asserted against threatened claim, action, suit, investigation or incurred proceeding has been caused by any such Indemnified Person as or is the result of credit having been extendedthe willful misconduct, suspended gross negligence or terminated under this Agreement fraud of the Underwriters or any of their Personnel. (2) If for any reason the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters or any Personnel on the other Loan Documents hand but also the relative fault of the Indemnitor and Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees to be received by the Underwriters pursuant to this Underwriting Agreement. (3) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or in case any such entity shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters acts reasonably in selecting such counsel, and the administration reasonable fees and expenses of such credit, and in connection with counsel as well as the reasonable costs (including a reasonable amount to reimburse the Underwriters for time spent by the Underwriters or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act their Personnel in connection therewith, including any ) and all Environmental Liabilities and legal costs and out-of-pocket expenses arising out of incurred by the Underwriters or incurred their Personnel in connection with disputes between therewith shall be paid by the Indemnitor as they occur unless such proceeding is the result of the willful misconduct, gross negligence or among any parties to fraud of the Underwriters or any of their Personnel. (4) Promptly after receipt of notice of the Loan Documents commencement of any legal proceeding against the Underwriters or their Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel (collectivelyother than in respect of losses related to such failure or delay to notify the Indemnitor). The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, "Indemnified Liabilities")as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such Credit Party legal proceeding may be made by the Indemnitor without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and that none of the Underwriters and/or any Personnel, as applicable, shall be liable for any indemnification to an Indemnified Person to the extent that settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. (5) Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor’s expense, to employ counsel of such person’s choice in respect of the defence of any action, suit, action, proceeding, claim, damage, loss, liability claim or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time (which shall in any case be not less than 15 days) after receiving notice of such action, suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Underwriters’ behalf), provided that the Indemnitor shall not be responsible for indemnification in accordance with the provisions fees and expenses of this Section 1.13(a) by such more than one set of counsel to the Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERParties. (b6) To induce Lenders The indemnity and contribution obligations of the Indemnitor shall be in addition to provide any liability which the LIBOR Rate option on Indemnitor may otherwise have, shall extend upon the same terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior and conditions to the last day Personnel of Underwriters and shall be binding upon and inure to the benefit of any applicable LIBOR Period (whether that repayment is made pursuant to successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any provision of the Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Underwriting Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);termination thereof.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrower agrees to defend, protect, indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, the Agent and each such Person's respective Lender and each and all of its officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"), Parties”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses and disbursements of any kind or nature whatsoever (including, liabilities and expenses (including without limitation, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for the Indemnified Parties in connection with any investigative, administrative or defensejudicial proceeding, including those incurred upon any appeal) that whether or not the Indemnified Parties shall be designated by a party thereto), which may be instituted imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or incurred by consequential and whether based on any such Indemnified Person as the result of credit having been extendedfederal or state laws or other statutory regulations, suspended including, without limitation, securities, environmental and commercial laws and regulations, under common law or terminated under this Agreement and the other Loan Documents and the administration of such creditat equitable cause, and or on contract or otherwise) in connection with any manner directly relating to or arising out of this Agreement or the transactions contemplated hereunder other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any the management of the Term Loan Documents (collectivelyincluding, "Indemnified Liabilities")without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Term Loan hereunder; provided, that no the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Credit Party shall be liable for any indemnification to an Indemnified Person to Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any such suitlaw or public policy, actionthe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, proceedingto the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, claimobligation, loss, damage, losspenalty, liability cost or expense results incurred by the Indemnified Parties shall be paid to the Indemnified Parties within five (5) days of demand, together with interest thereon at the Default Rate from that the date incurred by the Indemnified Person's gross negligence or willful misconductParties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral. Without limitation The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Liabilities of the Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in and the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions termination of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERAgreement. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall Grantor hereby agrees, jointly with the other Grantors and severally severally, to indemnify the Notes Collateral Agent and hold harmless each of Agentthe Secured Parties, Lenders and their respective Affiliatessuccessors, and each such Person's respective officers, directors, employees, attorneysassigns, agents and representatives employees (each, an "Indemnified Person"and “Indemnitee”), from and against any and all suitsliabilities, actionsdamages, proceedingspenalties, suits and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee) of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Notes Collateral Agent or any Secured Party is a party thereto) imposed on, incurred by or asserted against the Notes Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Notes Collateral Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, losses, liabilities or related expenses are determined by a court of competent jurisdiction by final and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as nonappealable judgment to have resulted from the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified Person, could reasonably be likely Indemnitee. This Section 8.16 shall not apply with respect to result in a claim Taxes other than any Taxes that represent losses or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) damages arising from any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERnon-Tax claim. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto 13.1. Licensor shall jointly and severally indemnify and hold harmless each of AgentLicensee and its affiliates, Lenders and their respective Affiliates, and each such Person's respective officerspermitted assignees, directors, employees, attorneysofficers, agents and representatives (each, an "Indemnified Person")employees, from and against any and all suits, actions, proceedingsliability, claims, damagescauses of action, lossessuits, liabilities damages and expenses (including reasonable attorneys' fees and disbursements expenses in actions involving third parties or between the parties hereto) ("Claims") which Licensee is or becomes liable for, or may incur solely by reason of its use within the Territory, in strict accordance with the terms and other costs conditions of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such creditDesign Agreement, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions Trademark or failures the designs furnished to act in connection therewithLicensee by Licensor or the Design Partnership, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suitClaims arise through infringement of another's design patent, trademark, copyright or other proprietary rights; provided, however, that Licensee gives Licensor prompt notice of, and full cooperation in the defense against, all such Claims. If any action or proceeding shall be brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and Licensor shall assume and direct the defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel in such action or proceeding. 13.2. To the extent not inconsistent with paragraph 13.1 hereof, Licensee shall indemnify and save and hold Licensor, the Design Partnership, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, individually, and their assignees, directors, officers, agents and employees, harmless from and against any and all liability, claims, causes of action, proceedingsuits, claimdamages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or between the parties hereto), damagewhich they, lossor any of them, liability are or expense results from become liable for, or may incur, or be compelled to pay by reason of any acts, whether of omission or commission, that Indemnified Personmay be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's gross negligence or willful misconduct. Without limitation performance of the rights to indemnification specified hereinthis Agreement, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice including Licensee's use of (i) any suit, action, proceeding, claim, damage, loss, liability or expense whichLicensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and Licensee shall assume and direct the determination of defense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such Indemnified Person, could reasonably be likely to result in a claim action or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERproceeding. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly You must, during and severally after the License Term, indemnify us and hold harmless each of Agentthe Entities, Lenders our respective successors and their respective Affiliatesassigns, and each such Person's respective the members, officers, directors, employees, attorneysagents, agents and representatives predecessors of each such entity (eachthe “Indemnified Parties”) against, an "Indemnified Person")and hold them harmless from, from and against any and all suitslosses, actionscosts, proceedingsliabilities, damages, claims, damagesand expenses, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense’ fees, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred resulting from (i) any claimed occurrence at the Hotel or arising from, as a result of, or in connection with disputes between the development, construction or among operation of the Hotel (including the design, construction, financing, furnishing, equipment, acquisition of Supplies or operation of the Hotel in any parties way); (ii) any bodily injury, personal injury, death or property damage suffered or claimed by any guest, customer, visitor or employee of the Hotel; (iii) your alleged or actual infringement or violation of any patent, ▇▇▇▇ or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any contract (including any system-wide group sales agreement), any Applicable Law, or of any industry standard; (v) any other business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of your or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the Hotel or in any way arising out of or related to this Agreement; or (vii) your failure to comply with Subparagraph 16.o., including a breach of the representations set forth therein. However, you do not have to indemnify the Indemnified Parties to the extent damages otherwise covered under this Paragraph 9 are adjudged by final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of any of the Loan Documents Indemnified Parties, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel, and so long as the claims asserted against us or any other Indemnified Party are not so advanced on the basis of: (collectivelyi) theories of imputed or secondary liability, "Indemnified Liabilities")such as vicarious liability, agency, or apparent agency; providedor (ii) our failure to compel you to comply with the provisions of this Agreement, that no such Credit Party shall be liable for including compliance with standards, Applicable Laws or other requirements. You will give us written notice of any indemnification to an Indemnified Person to the extent that any such action, suit, action, proceeding, claim, damagedemand, lossinquiry or investigation involving an Indemnified Party within five (5) days of your actual or constructive knowledge of it. At our election, liability you will defend us and/or the Indemnified Parties against the same, or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the rights to indemnification specified hereinaction, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damagedemand, lossinquiry or investigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, liability including reasonable attorneys’ fees and court costs the Indemnified Parties incur to protect themselves, or expense whichto remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Further, you will indemnify the Indemnified Parties for any claim for damages by reason of the failure of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the determination of such Indemnified Person, could reasonably be likely Manual. You acknowledge and agree that you are directly responsible for all fees and charges due and owing us and the Entities related to result in a claim or demand the prior franchise license agreement for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided hereinHotel, if (i) any LIBOR Loans are repaid in whole or in part prior to such fees and charges remain outstanding as of the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);Effective Date.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Co-Agent, Lenders each Lender, and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that that: (i) the liability of WD UK or WS IS, as the case may be, under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (ii) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that (A) such Indemnified Person's gross negligence or willful misconduct. Without limitation , as finally determined by a court of the rights to indemnification specified hereincompetent jurisdiction, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of or (iB) disputes among Co-Agents and Lenders that are not caused by any suit, action, proceeding, claim, damage, loss, liability action or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination inaction of any matter described in the preceding clause (i)Credit Party or any Subsidiary of any Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if if: (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that such repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Borrower agrees to indemnify the L/C Issuer and severally indemnify each of its correspondents and hold them harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities liabilities, penalties, actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses (including reasonable attorneys' fees and disbursements and other costs whatsoever which they may incur or suffer by reason of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with the execution and delivery or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out assignment of or incurred in connection payment or presentation under any Letter of Credit or any action taken or omitted to be taken with disputes between or among any parties respect to any Letter of the Loan Documents (collectivelyCredit, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except only if and to the extent that any such suitclaims, actiondamages, proceedinglosses, claimliabilities, damagepenalties, lossactions, liability judgments, suits, costs, expenses or expense results from that Indemnified Person's disbursements shall be caused by the willful misconduct or gross negligence or willful misconduct. Without limitation of the rights L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction or such correspondent in making payment against any draft presented under any Letter of Credit which does not comply with the term thereof, or in failing to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower make payment against any such drafts which complies with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination terms of such Indemnified PersonLetter of Credit (it being understood that (x) in making such payment, could reasonably the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and believed to be likely to result in a claim or demand for indemnification genuine by it in accordance with the provisions terms of this Section 1.13(a) by such Indemnified Person Letter of Credit as to any and (ii) all matters set forth therein, including without limitation, reliance in good faith on any settlement or judicial or administrative determination affidavit presented pursuant to such Letter of Credit and on the amount of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made sight draft presented pursuant to any provision Letter of this Agreement Credit whether or not any statement or any other Loan Document document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or occurs insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to any reimbursement, indemnification or any other amount under this Section 2.4(g), upon request by the L/C Issuer or such correspondent at any time, Borrower shall reimburse the L/C Issuer or such correspondent for reasonable out-of-pocket charges and disbursements of outside legal counsel. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a result consequence of acceleration, the willful misconduct or gross negligence of the L/C Issuer as determined by operation a final non-appealable order of law or otherwise);a court of competent jurisdiction.

Indemnity. A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, the Credit Parties agree to defend (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of Agent, Lenders the Lead Arrangers and their respective AffiliatesAgents and each Lender, and each such Person's the respective partners, officers, directors, employees, agents, attorneys, agents and representatives affiliates of each of the Lead Arrangers and each of the Agents and each Lender (each, an "Indemnified Person"collectively called the “Indemnitees”), from and against any and all suitsIndemnified Liabilities (as hereinafter defined); provided that the Credit Parties shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, proceedingsjudgments, claimssuits, damages, losses, liabilities and expenses claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys' and documented fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Credit Party or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and other costs of investigation any fees or defenseexpenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including those incurred upon any appeal) securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result Indemnitee, in any manner relating to or arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Credit Extensions hereunder and thereunder and or the use or intended use of the proceeds thereof, or any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out enforcement of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"including the enforcement of the Guaranty); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to ). B. To the extent that any such suitthe undertakings to defend, actionindemnify, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, pay and hold harmless set forth in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid 9.3 may be unenforceable in whole or in part prior because they violate any law or public policy, the Credit Parties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the last day payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable LIBOR Period (whether that repayment is made pursuant to legal requirement) arising out of, in connection with, as a result of, or in any provision of way related to, this Agreement or any other Loan Document Document, or occurs as a result any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of accelerationthe proceeds thereof or any act or omission or event occurring in connection therewith, by operation and the Credit Parties and each of law its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such claim or otherwise);any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (ai) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The Mortgagor agrees to indemnify, pay and hold harmless the Mortgagee and each of Agent, Lenders the other Secured Parties and their respective Affiliates, and each such Person's respective the officers, directors, employees, attorneys, agents and representatives Affiliates of the Mortgagee and each of the other Secured Parties (eachcollectively, an "Indemnified Person"), the “Indemnitees”) from and against any and all suitsother liabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts (including, losseswithout limitation, liabilities and settlement costs), expenses or disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigative, administrative or defensejudicial proceeding, including those incurred upon any appeal) that commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be instituted imposed on, incurred by or asserted against or incurred by that Indemnitee, in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of hereof, the transactions contemplated hereunder and thereunder and Indenture, the Notes, any actions other Collateral Document or failures to act any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in connection therewiththis Mortgage, including the Indenture, the Notes, any and all Environmental Liabilities and legal costs and expenses arising out of other Collateral Document or incurred in connection with disputes between or among any parties to any of other document evidencing the Loan Documents Secured Obligations (collectively, "the “Indemnified Liabilities"”); provided, however, that the Mortgagor shall have no such Credit Party shall be liable for any indemnification obligation to an Indemnitee hereunder with respect to Indemnified Person Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liabilities arose from that Indemnified Person's the gross negligence or willful misconductmisconduct of that Indemnitee. Without limitation of To the rights extent that the undertaking to indemnification specified hereinindemnify, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSORthe Mortgagor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all Indemnified Liabilities incurred by the Indemnitees or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. (a) Each Credit Party that is a signatory hereto The Borrower shall jointly and severally indemnify and hold harmless each of Agentthe Bank against all losses, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingsdamages, claims, damages, losses, liabilities and expenses costs (including reasonable attorneys' fees funding costs), expenses, charges, proceedings and disbursements and all other liabilities whatsoever including legal costs of investigation or defense, including (on a full indemnity basis) (other than those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of gross negligence or fraud of the transactions contemplated hereunder Bank)which the Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any Loan granted to the Borrower or any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and thereunder and against all the consequences of breach of any actions or failures to act in connection therewithof the term, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any conditions, statements, undertaking, representations, guaranties etc. of the Loan Documents (collectivelyas also of any of its representations or warranties not being found to be true, "Indemnified Liabilities")any breach of trust or other fiduciary obligation binding on the Borrower; provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) in relation to any settlement litigation from the Borrower or judicial any third party/Person in relation to the Loan; (iii) any draft, cheque, promissory note, bill of exchange and other order for payment is or administrative determination may be payable including, without limitation, each claim and liability arising or incurred by reason of the Bank's endorsement on such item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with respect to or resulting from delay or omissions to pay any matter described in such stamp, registration and similar taxes or charges (other than those arising out of gross negligence, wilful misconduct or fraud of the preceding clause (iBank). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTSuch stamp, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. registration and similar taxes or charges (bif not paid or reimbursed by the Borrower) To induce Lenders shall be deemed to provide be the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid amounts due under/in whole or in part prior relation to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);Loan.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrower agrees to defend, protect, indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, the Lender and each such Person's respective and all of its officers, directors, employees, attorneys, affiliates, and agents and representatives (each, an "“Indemnified Person"), Parties”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesexpenses and disbursements of any kind or nature whatsoever (including, liabilities and expenses (including without limitation, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for the Indemnified Parties in connection with any investigative, administrative or defensejudicial proceeding, including those incurred upon any appeal) that whether or not the Indemnified Parties shall be designated by a party thereto, or otherwise), which may be instituted imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such creditconsequential, 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 connection with any manner relating to or arising out of this Agreement or the transactions contemplated hereunder other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any the management of the Loan Documents (collectivelyincluding, "Indemnified Liabilities")without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan hereunder; provided, that no the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Credit Party shall be liable for any indemnification to an Indemnified Person to Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any such suitlaw or public policy, actionthe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, proceedingto the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, claimobligation, loss, damage, losspenalty, liability cost or expense results incurred by the Indemnified Parties shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from that the date incurred by the Indemnified Person's gross negligence or willful misconductParties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral and the Real Property. Without limitation The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Liabilities of the Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in and the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions termination of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERAgreement. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrower agrees to indemnify and hold harmless each of Agentthe Holder, Lenders its affiliates and its controlling persons and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyspartners, agents agents, controlling persons, members, advisors and other representatives (each, an "Indemnified Person"), “Indemnitee”) from and against any and all suitsliabilities, actions, proceedings, claimslosses, damages, losses, liabilities claims or out-of-pocket expenses (but limited in the case of legal fees and expenses (including to the reasonable attorneys' fees and documented out-of-pocket fees, disbursements and other costs charges of investigation one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or defensenature whatsoever which may at any time be imposed on, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by such Indemnitee in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with way relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between the Transactions or among any parties actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the Loan Documents foregoing whether based on contract, tort or any other theory (collectivelyincluding any investigation of, "preparation for, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by the Borrower, any of the Borrower’s Affiliates (as defined in the Note) or any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities"); provided”) provided that such indemnity shall not, that no such Credit Party shall as to any Indemnitee, be liable for any indemnification to an Indemnified Person available to the extent that any such suitliabilities, actionlosses, proceedingdamages, claim, damage, loss, liability claims or expense results out-of-pocket expenses resulted from that Indemnified Person's (x) the gross negligence or willful misconduct. Without limitation misconduct of such Indemnitee or of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims arising out of any act or omission of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice or any of its Affiliates (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result as determined in a claim final and non-appealable judgment of a court of competent jurisdiction) or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (iiz) any settlement entered into by such Indemnitee or judicial or administrative determination any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any matter described such settlement in the preceding clause event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due under this Section 7(a) shall be paid within ten (i10) days after written demand therefor (together with backup documentation supporting such reimbursement request). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Party that is a signatory hereto In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Company agrees to defend, indemnify, pay and hold harmless each of Agent, Lenders Administrative Agent and their respective AffiliatesLenders, and each such Person's respective the officers, directors, partners, employees, attorneys, agents and representatives affiliates of Administrative Agent and Lenders (each, an collectively called the "Indemnified PersonINDEMNITIES"), ) from and against any and all suitsother liabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, losses, liabilities expenses and expenses disbursements of any kind or nature whatsoever (including without limitation the reasonable attorneys' fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and other costs of investigation whether based on any federal, state or defenseforeign laws, statutes, rules or regulations (including those incurred upon any appeal) without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result Indemnitee, in any manner relating to or arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out the use or intended use of or incurred in connection with disputes between or among any parties to the proceeds of any of the Loan Documents Loans) or the statements contained in the commitment letter delivered by any Lender to Company with respect thereto (collectively, collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided, provided that no such Credit Party Company shall be liable for not have any indemnification obligation to an any Indemnitee hereunder with respect to any Indemnified Person Liabilities to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liabilities arise solely from that Indemnified Person's the gross negligence or willful misconductmisconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. Without limitation of To the rights extent that the undertaking to indemnification specified hereindefend, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitindemnify, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person pay and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders Company shall contribute the maximum portion that it is permitted to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior pay and satisfy under applicable law to the last day payment and satisfaction of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement all Indemnified Liabilities incurred by the Indemnities or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);them.

Indemnity. 16.1 The Corporation and its subsidiaries or affiliated companies, as the case may be, (acollectively, the "Indemnitor") Each Credit Party that is a signatory hereto shall jointly and severally hereby agree to indemnify and hold harmless the Agent, each of Agent, Lenders its subsidiaries and their respective Affiliatesaffiliates, and each such Person's respective of its directors, officers, directors, employees, attorneys, employees and agents and representatives (each, an hereinafter referred to as the "Indemnified PersonPersonnel"), ) harmless from and against any and all suitsexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, proceedingssuits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance or professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (a) the Agent and/or its Personnel has been grossly negligent or has committed wilful misconduct or any fraudulent act in the course of such performance; and (b) the expenses, losses, liabilities and claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (a). 16.2 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including reasonable attorneys' fees legal expenses), losses, claims and disbursements and other costs liabilities that the Agent may incur as a result of investigation any action or defense, including those incurred upon any appeal) litigation that may be instituted threatened or asserted brought against the Agent. If for any reason (other than the occurrence of any of the events itemized in 1 6 . 1 (a) and 1 6 . 1 (b) above), the foregoing indemnification is unavailable to the Agent or incurred any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, the lndemnitor, the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the lndemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent pursuant to this Agreement. 16.3 The lndemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, the Agent, and/or any of their respective Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such Indemnified Person entity shall investigate the lndemnitor, the Agent, and/or any of the Agent 's Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor, the Agent shall have the right to employ their own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the result of credit having been extended, suspended or terminated under this Agreement and reasonable costs (including an amount to reimburse the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act Agent for time spent by their Personnel in connection therewith, including any ) and all Environmental Liabilities and legal costs and out-of-pocket expenses arising out of or incurred by their respective Personnel in connection with disputes between therewith shall be paid by the Indemnitor as they occur. 16.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or among any parties to any of the Loan Documents Agent's Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof, and throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the lndemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled (collectively, "Indemnified Liabilities")but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such Credit Party legal proceeding may be made by the lndemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any indemnification settlement of any such legal proceeding unless it has consented in writing to an Indemnified Person such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor's cost provided the Agent acts reasonably in selecting such counsel. 16.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability, which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the extent that Personnel and shall be binding upon and enure to the benefit of any such suitsuccessors, actionassigns, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation heirs and personal representatives of the rights to indemnification specified hereinIndemnitor, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice the Agent and any of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination Personnel. The foregoing provisions shall survive the completion of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of professional service rendered under this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERAgreement. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. (a) Each Credit Loan Party that is a signatory hereto shall jointly indemnify Agent, each Co-Collateral Agent, each Lender and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employeesAffiliates, attorneys, employees and agents and representatives (each, an "Indemnified Person"), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent, any Co-Collateral Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, any Co-Collateral Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses and expenses disbursements of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealcounsel) that may be instituted or asserted against or incurred by any of the indemnitees described above in this Section 15.5 by any Person under any Environmental Laws or similar laws by reason of any Loan Party’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances. The foregoing is not intended to limit the parties’ obligations in Section 4.19. Additionally, if any taxes (excluding Excluded Taxes, but including any intangibles taxes, stamp tax or recording tax) shall be payable by Agent, Co-Collateral Agents, Lenders or any Loan Party on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Loan Parties will pay (or will promptly reimburse Agent, Co-Collateral Agents and Lenders for payment of) all such Indemnified Person as the result of credit having been extendedtaxes, suspended or terminated under this Agreement including interest and the other Loan Documents and the administration of such creditpenalties thereon, and will indemnify and hold the indemnitees described above in connection with or arising out of the transactions contemplated hereunder this Section 15.5 harmless from and thereunder and any actions or failures to act against all liability in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);

Indemnity. SERCEL and Mitcham hereby agree to the following indemnification obligations: (a) Each Credit Party that is a signatory hereto Mitcham shall jointly and severally indemnify and hold harmless each of AgentSERCEL, Lenders and their respective Affiliatesits directors, and each such Person's respective officers, directors, employees, attorneys, agents employees and representatives Affiliates (each, an "Indemnified Person"), from and hereinafter the “SERCEL Indemnities”) against any and all suitsliability, actions, proceedings, claimsloss, damages, lossesfines, liabilities penalties, costs and expenses (including including, without Station, court costs and reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealattorneys fees) that may be instituted or asserted against or incurred by any such Indemnified Person of the SERCEL Indemnities as the a result of credit having been extended, suspended any breach or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with violation by Mitcham or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination others acting on its behalf of any matter described obligation, covenant, representation or warranty of Mitcham set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERthis Agreement. (b) To induce Lenders to provide SERCEL shall indemnify and hold harmless Mitcham, its directors, officers, employees and Affiliates (hereinafter the LIBOR Rate option on “Mitcham Indemnities”) against any and all liability, loss, damages, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys fees) incurred by any of the terms provided herein, if Mitcham Indemnities (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of accelerationany breach or violation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation, covenant, representation or warranty of SERCEL set forth in this Agreement, (ii) that arise out of or are based upon losses, claims, damages or liabilities suffered by any third parties (meaning any party other than Mitcham, SERCEL, Mitcham’s Customer and their respective affiliates) resulting from design, manufacture, and/or operation of law any Products, from the failure of any such Products to satisfy any warranties (whether expressed or otherwiseimplied, if any);, or from any defect in the Products. (c) It is expressly acknowledged by Mitcham that all liabilities and indemnification in relation thereto between SERCEL and Mitcham and Mitcham’s Customers, when leasing, renting or selling Sercel equipment to Mitcham’s Customers, will be exclusively governed by SERCEL’s general conditions of sale as mentioned in Schedule 3(a) of the Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly In addition to the payment of expenses pursuant to Section 8.1 hereof, and severally indemnify irrespective of whether the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each of the Agent-Related Persons, Lenders and their respective Affiliatesthe Sustainability Structuring Agent Related Persons, the Lender-Related Persons, and each such Person's respective officersParticipant (collectively, directors, employees, attorneys, agents the “Indemnitees” and representatives (each, an "Indemnified Person"), individually as “Indemnitee”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingscauses of action, claimsjudgments, damagessuits, losses, liabilities and expenses claims (including Environmental Claims), costs (including the costs of any investigation, cleanup, removal or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), whether direct, indirect, special, or consequential and other costs of investigation whether based on any federal, state or defenseforeign laws, statutes, rules or regulations (including those incurred upon any appeal) securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be instituted imposed on, incurred by, or asserted against or incurred by such Indemnitee, in any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with manner relating to or arising out of (i) the Commitments, the use or intended use of the proceeds of the Loans, Letters of Credit or the consummation of the transactions contemplated hereunder by this Agreement, including, but not limited to, any matter (A) relating to the payment of principal and thereunder interest and fees, (B) relating to any actions Erroneous Payment, or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses (C) arising out of the filing or incurred in connection with disputes between or among any parties to recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by the Borrower to the Agent and its counsel or (ii) any Environmental Claim relating in any way to the Borrower or any of its Subsidiaries (collectively, "the “Indemnified Liabilities"”); provided, however, that the Borrower shall have no such Credit Party shall be liable for obligation hereunder to any indemnification to an Indemnified Person Indemnitee to the extent that any such suitIndemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence bad faith or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination misconduct of such Indemnified Person, could reasonably be likely Indemnitee. Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge which may give rise to result in a claim or demand for under the indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person 8.2. To the extent that the undertaking to indemnify, pay, and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on Borrower shall make the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior maximum contribution to the last day payment and satisfaction of any each of the Indemnified Liabilities that is permissible under applicable LIBOR Period (whether that repayment is made pursuant to any provision law. The obligations of the Borrower under this Section 8.2 shall survive the termination of this Agreement or any and the discharge of the Borrower’s other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);obligations hereunder.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their respective trustees, directors, officers, employees, scientists, agents, students, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim, suit or action asserted against any of the Indemnitees, whether or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise out of or relate to (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each Licensee’s or any of Agentits Sublicensees’ practice of any invention claimed by the use of Licensed Products, Lenders and their respective Affiliates(b) alleged defects or other problems with any of the Licensed Products manufactured, and each such Person's respective officerssold, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against distributed or rendered by or on behalf of Licensee or any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defenseSublicensee, including those incurred upon without limitation any appealpersonal injuries, death or property damages related thereto, (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees, (d) the negligent or willful acts or omissions of Licensee or any of its Sublicensees, (e) any allegations that may be instituted the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Licensed Products developed, manufactured, sold, distributed or asserted against rendered by or incurred by on behalf of Licensee or any such Indemnified Person as the result of credit having been extendedSublicensee and/or any trademarks, suspended service marks, logos, symbols, slogans or terminated under this Agreement and the other Loan Documents and the administration of such credit, and materials used in connection with or arising out to market Licensed Products violate or infringe upon the trademarks, service marks, trade dress, trade names, copyrights, patents, works of the transactions contemplated hereunder and thereunder and any actions authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or failures to act in connection therewithdefamation, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document intellectual or occurs industrial property right of any third party, (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, and/or (g) the labeling, packaging or patent marking of any Licensed Product or containers thereof by or on behalf of Licensee or any Sublicensee. Licensee shall not enter into any settlement, stipulated judgment or other arrangement with respect to such Claims that [***], without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as a result provided above, Indemnitees shall have the right, but not the obligation, to defend themselves, and in that case, [***]. This indemnity shall [***] of acceleration, by operation of law or otherwise);Licensee to Indemnitees.

Indemnity. 1.1 Subject to Clauses 1.2 and 6.1 of this Deed, the Company shall, to the fullest extent permitted by law and without prejudice to any other indemnity to which the Indemnified Person may otherwise be entitled, indemnify and hold the Indemnified Person harmless in respect of all claims, actions and proceedings, whether civil, criminal or regulatory (“Claims”), and any losses, damages, penalties, liabilities, compensation or other awards arising in connection with any such Claims (“Losses”), whether instigated, imposed or incurred under the laws of England and Wales or the law of any other jurisdiction and arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of the Indemnified Person’s powers, duties or responsibilities as a director or officer of the Company or any of its subsidiaries (as defined in section 1159 of the Companies ▇▇▇ ▇▇▇▇, as amended (the “Companies Act”)) and including any modification or re-enactment of it for the time being in force) for the time being, subject to the remaining provisions of this Deed. 1.2 The indemnity in Clause 1.1 above shall be deemed not to provide for, or entitle the Indemnified Person to, any indemnification that would cause this Deed, or any part of it, to be treated as void under the Companies Act and, in particular, except as provided in Clause 1.3 of this Deed, shall not provide directly or indirectly (to any extent) any indemnity against: (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or liability incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that Company or any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation associated company (as defined in section 256 of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of Companies Act) (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i“Associated Company”). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.; or (b) To induce Lenders any liability incurred by the Indemnified Person to provide pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance by the LIBOR Rate option on Indemnified Person with any requirement of a regulatory nature (however arising); or (c) any liability incurred by the terms provided herein, if Indemnified Person: (i) in defending any LIBOR Loans are repaid criminal proceedings in whole which such Indemnified Person is convicted; (ii) in defending any civil proceedings brought by the Company, or an Associated Company, in part prior which judgment is given against such Indemnified Person; or (iii) in connection with any application under section 661(3) or (4) or section 1157 of the Companies Act in which the court refuses to grant him relief, where, in any such case, any such conviction, judgment or refusal of relief has become final. Reference in this Clause 1.2 to a conviction, judgment or refusal of relief being “final” shall be construed in accordance with sections 234(4) and (5) of the Companies Act. 1.3 Without prejudice to the last day generality of any applicable LIBOR Period the indemnity set out in Clause 1.1 above, the Company shall, to the fullest extent permitted by law, indemnify and hold the Indemnified Person harmless on an “as incurred” basis against all legal and other costs, charges and expenses reasonably incurred or to be incurred: (whether that repayment is made pursuant to any provision of this Agreement a) in defending Claims including, without limitation, Claims brought by, or at the request of, the Company or any Associated Company and any investigation into the affairs of the Company or any Associated Company by any judicial, governmental, regulatory or other Loan Document body; or (b) in connection with any application under section 661(3) or occurs as (4) or section 1157 of the Companies Act, provided that, in accordance with section 205 of the Companies Act, the Indemnified Person agrees that any such legal and other costs, charges and expenses paid by the Company shall fall to be repaid, or any liability of the Company under any transaction connected thereto shall fall to be discharged, not later than: (c) in the event of the Indemnified Person being convicted in the proceedings, the date when the conviction becomes final; (d) in the event of judgment being given against the Indemnified Person in the proceedings, the date when the judgment becomes final; or (e) in the event of the court refusing to grant the Indemnified Person relief on the application, the date when the refusal of relief becomes final. References in this Clause 1.3 to a result conviction, judgment or refusal of acceleration, by operation relief being ‘final’ shall be construed in accordance with sections 205(3) and (4) of law or otherwise);the Companies Act.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly In addition to the payment of any expenses pursuant to Section 8.1 hereof, and severally indemnify irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each of the Agent-Related Persons and the Lender-Related Persons (collectively, Lenders the “Indemnitees” and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), individually as “Indemnitee”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingscauses of action, judgments, suits, claims, damagescosts, lossesexpenses, liabilities and expenses disbursements of any kind or nature whatsoever (including including, the reasonable attorneys' fees and disbursements and other costs of investigation counsel for such Indemnitees in connection with any investigation, administrative, or defensejudicial proceeding, including those incurred upon any appeal) whether such Indemnitee shall be designated a party thereto), that may be instituted imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or incurred by any such Indemnified Person as the result other Person), in any manner relating to or arising out of credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and Documents, the administration Revolver Commitments, the use or intended use of such creditthe proceeds of the Loans, and in connection with or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the transactions contemplated hereunder and thereunder and any actions filing or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out recordation of or incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by a Borrower to Agent and its counsel (collectively, "the “Indemnified Liabilities"”); provided, that no such Credit Party Borrower shall be liable for have any indemnification obligation hereunder with respect to an Indemnified Person to Liabilities arising from the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct of any such Indemnitee as determined by a court of competent jurisdiction in a final judgment. Without limitation If any investigative, judicial, or administrative proceeding arising from any of the rights foregoing is brought against any Indemnitee indemnified or intended to indemnification specified hereinbe indemnified pursuant to this Section 8.2 the Borrowers will resist and defend such action, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrowers (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, claimpay, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described hold harmless set forth in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTsentence may be unenforceable because it is violative of any law or public policy, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide each Borrower shall make the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior maximum contribution to the last day payment and satisfaction of any each of the Indemnified Liabilities that is permissible under applicable LIBOR Period (whether that repayment is made pursuant to any provision law. The obligations of the Borrowers under this Section 8.2 shall survive the termination of this Agreement or any and the discharge of the Borrowers’ other Loan Document or occurs as a result of acceleration, by operation of law or otherwise);obligations hereunder.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly From and severally after the Closing, the Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employeespartners, attorneysmembers, managers and agents and representatives (each, an "“Indemnified Person"Party”, and collectively, the “Indemnified Parties”), to the fullest extent lawful, from and against any and all actions, suits, actionsclaims, proceedings, claimscosts, losses, liabilities, damages, lossesexpenses (including attorneys’ fees and disbursements), amounts paid in settlement and other costs (collectively, “Losses”) arising out of or resulting from (i) any inaccuracy in or breach of the representations or warranties made by the Seller in Article 2 of this Agreement or in any certificate delivered by or on behalf of the Seller pursuant to this Agreement, or (ii) any breach of agreements or covenants made by the Seller in this Agreement. (b) From and after the Closing, the Seller agrees to indemnify and hold harmless the Indemnified Parties for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the receipt of the Sale Shares by the Purchaser pursuant to this Agreement (the “Tax Liabilities”) and (ii) any costs or expenses (including reasonable attorneys' fees and disbursements and other costs of investigation ’ fees), judgments, fines, losses, claims, interests, damages or defense, including those liabilities incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewithTax Liabilities. For the avoidance of doubt, including the term “Tax Liabilities” shall include any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to liabilities for PRC Taxes suffered by any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs Parties as a result of accelerationthe payments described in clause (i) above, by operation of law or otherwise);including without limitation, any liability for withholding Taxes.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly To the fullest extent permitted by law, Tenant shall, at Tenant’s sole cost and severally indemnify and hold harmless each of Agentexpense, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Indemnify Landlord Parties against all Claims arising from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suitPersonal Injury, action, proceeding, claim, damage, loss, liability Bodily Injury or expense which, Property Damage whatsoever occurring in or at the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and Premises; (ii) any settlement Bodily Injury to an employee of a Tenant Party arising out of and in the course of employment of the employee and occurring anywhere in the Development; (iii) the use or judicial occupancy, or administrative determination manner of use or occupancy, or conduct or management of the Premises or of any matter described business therein; (iv) subject to the waiver of subrogation provisions of this Lease, any act, error, omission or negligence of any of the Tenant Parties in, on or about the Premises or the Development; (v) the conduct of Tenant’s business; (vi) any alterations, activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or about the Premises or Development, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease including Hazardous Materials Laws (defined below); (vii) any breach or default by Tenant in the preceding clause full and prompt payment of any amount due under this Lease, any breach, violation or nonperformance of any term, condition, covenant or other obligation of Tenant under this Lease, or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease; (i)viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant Party in the Premises including, but not limited to, any claims by another tenant resulting from a delay by Landlord in delivering possession of the Premises to such tenant; (ix) any liens or encumbrances arising out of any work performed or materials furnished by or for Tenant; (x) commissions or other compensation or charges claimed by any real estate broker or agent with respect to this Lease by, through or, under Tenant or, (xi) any matter enumerated in Paragraph 13(b) below. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTTo the fullest extent permitted by law, ANY SUCCESSORLandlord shall, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYat Landlord’s sole cost and expense, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if Indemnify Tenant Parties against all Claims arising from (i) any LIBOR Loans are repaid Personal Injury, Bodily Injury or Property Damage whatsoever occurring in whole or at the remainder of the Development other than the Premises; (ii) any Bodily Injury to an employee of a Landlord Party arising out of and in part prior to the last day course of employment of the employee and occurring anywhere in the Development outside the Premises; (iii) any breach, violation or nonperformance of any applicable LIBOR Period term, condition, covenant or other obligation of Landlord under this Lease; (whether that repayment is made pursuant iv) any liens or encumbrances arising out of any work performed or materials furnished by or for Landlord; or (v) commissions or other compensation or charges claimed by any real estate broker or agent with respect to any provision of this Agreement or any other Loan Document or occurs as a result of accelerationLease by, by operation of law or otherwise);through or, under Landlord.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Lessees each agree to indemnify and hold harmless each the Series 2011-2 Letter of AgentCredit Provider and, Lenders and in their respective Affiliatescapacities as such, and each such Person's respective officers, directors, shareholders, affiliates, controlling persons, employees, attorneys, agents and representatives (each, an "Indemnified Person")servants of the Series 2011-2 Letter of Credit Provider, from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and liabilities, costs or expenses whatsoever which the Series 2011-2 Letter of Credit Provider may incur or which may be claimed against the Series 2011-2 Letter of Credit Provider by any Person whatsoever (including reasonable attorneys' fees and disbursements and other costs expenses of investigation or defense, including those incurred upon any appealcounsel) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses each case arising out of or incurred by reason of or in connection with, or in connection with disputes between the preparation of a defense of, any investigation, litigation or among proceeding arising out of, relating to or in connection with the execution and delivery of, or payment of any parties to LOC Credit Disbursement or LOC Termination Disbursement payable by the Lessees under the Series 2011-2 Letter of Credit or this Agreement or any other Related Document, or any acts or omissions of any of the Loan Documents Lessees in connection herewith or therewith, or any transactions contemplated hereby or thereby (collectivelywhether or not consummated), "Indemnified Liabilities"); providedor any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Lessees contained or incorporated by reference in any Related Document or the omission or alleged omission by any of the Lessees to state therein a material fact necessary to make such statements, that no such Credit Party shall be liable for any indemnification to an Indemnified Person in the light of the circumstances under which they are or were made, not misleading, except to the extent that any such suit, action, proceeding, claim, damage, loss, liability liability, cost or expense results from that Indemnified Person's is caused by the willful misconduct or gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice Series 2011-2 Letter of Credit Provider or a breach by the Series 2011-2 Letter of Credit Provider (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim its agents or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement employees or any other Loan Document Person under its control) of its obligations under the Series 2011-2 Letter of Credit, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction, and provided that any such Lessee shall be required to indemnify the Series 2011-2 Letter of Credit Provider, in connection with prosecuting or occurs as a result of accelerationdefending any such claims, by operation of law or otherwise);for reasonable attorneys’ fees and expenses.

Indemnity. 7.1 The Company undertakes to the Subscriber and each of its respective agents, subsidiaries, affiliates or associated companies, their respective directors, officers, employees and agents including, but not limited to, the directors, officers, employees and controlling persons within the meaning of the Securities Act, as the case may be, of the Subscriber and each of its respective affiliates within the meaning of the Securities Act or the Exchange Act (aand shall include the partners of any such affiliates) Each Credit Party that is a signatory hereto shall jointly (the “Indemnified Parties”) for themselves and severally indemnify and on trust for each of the other Indemnified Parties, to indemnify, hold harmless and keep fully indemnified, on demand, each of Agentthe Indemnified Parties (on an after-Taxation basis) against all or any costs, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives expenses (each, an "Indemnified Person"including legal fees), from and against any and all suitsfees, claims, claims, actions, proceedingsliabilities, demands, proceedings or judgments (including, but not limited to, all such losses, costs, fees, charges or expenses suffered or incurred in disputing or defending any claims, damagesactions, lossesliabilities, liabilities and expenses demands, proceedings or judgments (including reasonable attorneys' fees and disbursements and other costs the “Proceedings”) and/or in establishing its rights to be indemnified pursuant to this Clause 7 and/or in seeking advice in relation to any Proceedings brought or established or threatened to be brought or established against any of investigation the Indemnified Parties or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as governmental agency, regulatory body or other person (the result “Losses”) directly or indirectly arising out of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out based on any breach or alleged breach of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectivelyrepresentations, "Indemnified Liabilities"); provided, that no such Credit Party warranties and undertakings contained in this Agreement. 7.2 The indemnities contained in Clause 7.1 shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation remain in full force and effect notwithstanding completion of each of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification Subscription in accordance with the provisions terms and conditions herein contained, shall be in addition to any liability which the Company may have and shall extend to include all costs, charges and expenses which the Subscriber and/or any of the Indemnified Parties may reasonably incur or pay in disputing, settling or compromising any matter to which the indemnity might relate and in establishing the right to indemnification pursuant to this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination Clause 7 in respect of any matter described matter. The Company shall not, without the prior written consent of the Subscriber, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTIndemnified Parties are actual or potential parties to such claim or action) unless such settlement, ANY SUCCESSORcompromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYaction, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERsuit or proceeding. (b) To induce Lenders to provide 7.3 If the LIBOR Rate option on Subscriber becomes aware of any claim which is relevant for the terms provided hereinpurposes of Clause 7.1, if (i) any LIBOR Loans are repaid it will as soon as reasonably practicable give notice in whole or in part prior writing thereof to the last day of Company and will consult with the Company and, subject to being indemnified against any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement additional or any other Loan Document increased expenses it may suffer or occurs incur as a result of accelerationso doing, by operation give full consideration to the views of law the Company in relation to the manner in which the Subscriber shall conduct such claim. 7.4 The Company shall not, and shall procure that no member of the Group shall, at any time prior to or otherwise);on the Closing Date do or omit to do anything which would cause any of the representations, warranties and undertakings set out in Clause 6 to be untrue.

Indemnity. Tenant shall indemnify, defend, protect, hold harmless, and, at Landlord's option (a) Each Credit Party that is a signatory hereto shall jointly with such attorneys as Landlord may approve in advance and severally indemnify and hold harmless each of Agentin writing), Lenders and their respective Affiliatesdefend Landlord, Landlord's Agents, and each such PersonLandlord's respective officers, directors, shareholders, partners, employees, attorneyscontractors, property managers, agents and representatives (each, an "Indemnified Person")mortgagees and other lien holders, from and against any and all suitsLosses (as defined below), actionswhenever such Losses arise, proceedings, claims, damages, losses, liabilities and expenses arising from or related to: (including reasonable attorneys' fees and disbursements and other costs a) any violation or alleged violation by Tenant or any of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result Tenant's Parties of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents requirements, ordinances, statutes, regulations or other laws referred to in this PARAGRAPH 11.B, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred prior to (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person but only to the extent that any such suit, action, proceeding, claim, damage, loss, liability violation or expense results alleged violation arises from that Indemnified PersonTenant's gross negligence or willful misconduct. Without limitation early occupancy of the rights Premises pursuant to indemnification specified hereinPARAGRAPH 40 below), each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of on, or after the Commencement Date; (ib) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination breach of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) PARAGRAPH 11.B by such Indemnified Person and Tenant or any of Tenant's Parties; or (iic) any settlement Hazardous Use on, about or judicial from the Premises by Tenant or administrative determination any of Tenant's Parties of any matter described Hazardous Materials (whether or not approved by Landlord under this Lease), whether such Hazardous Use occurred prior to, on, or after the Commencement Date. The term "LOSSES" shall mean all claims, demands, expenses, actions, judgments, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTPremises, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide damages for the LIBOR Rate option loss of restriction on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day use of any applicable LIBOR Period (whether space or amenity within the Premises, damages arising from any adverse impact on marketing space in the Premises, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, reasonable attorneys' and consultants' fees and expenses, and the costs of cleanup, remediation, removal and restoration, that repayment is made pursuant are in any way related to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, matter covered by operation of law or otherwise);the foregoing indemnity.