Common use of Indemnity Clause in Contracts

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to the payment Each Loan Party shall indemnify Agent, each Lender and each of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the their respective officers, directors, trusteesAffiliates, partnersattorneys, employees, agents, attorneys employees and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"each an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativecounsel) (collectively, 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 whether based on any federal, state or foreign laws, 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 “Losses”) which may be imposed on, incurred by, or asserted against any such Indemnitee, Indemnitee in any manner relating 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 arising out of any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the other Loan Documents Other Documents, whether or not Agent or any Lender is a party thereto, except to the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of extent that any of the Loans foregoing arises out of the gross negligence, bad faith or willful misconduct of the issuance Indemnitee (as determined by a court of Letters competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of Credit hereunder the foregoing, each Loan Party shall indemnify each Indemnitee from and against all Losses, suffered or the use incurred by any Indemnitee under or intended use on account of any Environmental Laws, including the assertion of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder Lien thereunder, with respect to any Indemnified Liabilities 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 extentextent such loss, liability, damage and only expense is attributable to any Hazardous Discharge resulting from actions on the extent, part of Agent or any Lender. Each Loan Party’s indemnity obligations shall arise upon the discovery of the presence of any particular liabilitymaterial Hazardous Substances in violation of Applicable Laws at the Real Property, obligationwhether or not any federal, lossstate, damage, penalty, claim, cost, expense or disbursement that arose from local environmental agency has taken or threatened any action in connection with the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative presence of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themHazardous Substances.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2The Borrowers agree, whether or not the transactions contemplated hereby shall be consummatedjointly and severally, Company agrees to defend, indemnifyprotect, pay indemnify and hold harmless Agents the Lender and Lenders, each and the all of its officers, directors, trustees, partners, employees, agentsattorneys, attorneys affiliates, and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"“Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee the Indemnified Parties shall be designated as by a party thereto, or a potential party theretootherwise), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, or asserted against any such IndemniteeIndemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of any of the Loans or Loan hereunder; provided, that the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company Borrowers shall not have any obligation to any Indemnitee Indemnified Party hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense matters caused by or disbursement that arose resulting from the willful misconduct or gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnified Party. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Borrowers shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrowers, be added to the Liabilities, and be secured by the Collateral and the Real Property. The provisions of themand undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2Section 8.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company each Borrower agrees to indemnify, exonerate, defend, indemnifypay, pay and hold harmless Agents and LendersLender, and the officers, directors, trustees, partners, employees, agentsand agents of and counsel to Lender and such holders (collectively, attorneys the “Indemnitees” and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"individually, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the any other Loan Documents or the transactions contemplated hereby or thereby (includingDocument, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance consummation of Letters the transactions contemplated by this Agreement, including any matter relating to or arising out of Credit hereunder the filing or the use or intended use recordation of any of the Letters of Credit) Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (collectively called the "“Indemnified Liabilities"”); provided provided, however, that Company no Borrower shall not have any obligation to any Indemnitee hereunder be liable with respect to any Indemnified Liabilities to the extent, and only extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have resulted from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionany such Indemnitee. To the extent that the undertaking to defend, indemnify, pay pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policypolicy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, Company such Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the Indemnitees or any termination of themthis Agreement and the payment in full of the Obligations.

Indemnity. In addition (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 payment 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 expenses pursuant to subsection 10.2the Optionor or its employees, whether agents or not contractors. For further clarity, the transactions contemplated hereby parties intend that the Optionee shall be consummatedresponsible for all liabilities, Company agrees known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to defendor arising out of: (i) the conduct of activities in, indemnifyon or under the Property; (ii) the environmental protection, pay clean-up, remediation, and hold harmless Agents reclamation of the Property including, but not limited to, the obligations and Lendersliabilities 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 party hereto shall indemnify and save harmless the other, as well as its officers, directorsdirectors and shareholders, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligationsclaims, 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, judgmentssuits, suitsproceedings, demands, claims, costs, legal and other expenses and disbursements of related or incidental thereto. (c) Notwithstanding any kind or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out other provision of this Agreement and any termination of this Agreement, the indemnities provided herein shall remain in full force and effect until all possible liabilities of the persons indemnified thereby are extinguished by the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person. (d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Loan Documents party herein or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use pursuant hereto. No waiver by either of the proceeds parties hereto of any of the Loans condition herein, in whole or the issuance of Letters of Credit hereunder or the use or intended use in part, shall operate as a waiver of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themother condition herein.

Indemnity. In addition to 15.3.1 All TRUSTEES and the payment AUDITORS shall be indemnified out of expenses pursuant to subsection 10.2the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or not otherwise, in which relief is granted to any such person/s by the transactions contemplated hereby shall be consummatedCourt 15.3.2 Every TRUSTEE, Company agrees to defendevery servant, indemnify, pay agent and hold harmless Agents and Lendersemployee of the ASSOCIATION, and the officersAUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all costs, directorslosses and expenses (including traveling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, trusteesor any act or deed done, partners, employees, agents, attorneys and affiliates by such person or persons in the discharge of any of Agents and Lenders (collectively called his/their respective duties, including in the "Indemnitees") from and case of a TRUSTEE, his duties as CHAIRMAN or VICE- CHAIRMAN. Without prejudice to the generality of the above, the ASSOCIATION shall specifically indemnify every such person against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements losses of whatsoever nature incurred arising out of any kind bona fide act, deed or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees letter done or written by him jointly or severally in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not the discharge of his duties provided that any such Indemnitee act, deed or letter has been done or written in good faith. 15.3.3 A TRUSTEE shall not be designated as a party liable for the acts, receipts, neglects or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use defaults of the proceeds AUDITORS or of any of the Loans other TRUSTEES, whether in their capacities as TRUSTEE or as CHAIRMAN or VICE-CHAIRMAN, or for any loss or expense sustained or incurred by the issuance ASSOCIATION through the insufficiency or deficiency of Letters title to any property acquired by the TRUSTEES for or on behalf of Credit hereunder the ASSOCIATION, or for the use insufficiency of any security in or intended use upon which any of the monies of the ASSOCIATION shall be invested, or for any loss or damage arising from the insolvency or delictual act of any person with whom any monies, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of any of the Letters duties of Credit) (collectively called his office/s or in relation thereto, unless the "Indemnified Liabilities"); provided that Company same shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, happen through lack of any particular liability, obligation, loss, damage, penalty, claim, cost, expense bona fides or disbursement that arose from the gross negligence breach of duty or willful misconduct breach of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themtrust.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated Vendor hereby shall be consummated, Company agrees to defendrelease, indemnifyIndemnify, pay defend and hold harmless Agents Buyer, its subsidiaries, affiliates and Lendersshareholders, and the all of their respective officers, directors, trustees, partnersmembers, employees, agents, attorneys successors and affiliates of any of Agents and Lenders assigns (collectively called referred to as the "Buyer Indemnitees") from and harmless against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, and expenses and disbursements resulting or arising (directly or indirectly) from (a) infringement or alleged infringement of any kind United States or nature whatsoever (including, without limitation, foreign patent or any other intellectual property right by the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative services provided hereunder or judicial proceeding commenced or threatened by any Personof the goods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of or injuries to any persons whomsoever, whether and for loss of, damage to delay in delivery or not destruction of any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or property arising out of this Agreement or in any way connected with the other Loan Documents services performed or the transactions contemplated hereby or thereby (includinggoods sold hereunder, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and except only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from extent such loss is caused solely by the gross negligence or willful misconduct of that Indemnitee as determined by any Buyer Indemnitee. Promptly on a final judgment of a court of competent jurisdictionBuyer 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 claim, demand, action, proceeding, litigation, or settlement relating thereto. To In no event shall the extent that Parties be liable to the undertaking to defendother Party or any third party for any indirect, indemnifyincidental, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative or consequential, punitive, or any other damages of any law kind including, but not limited to, business interruption, loss of customers, loss of data, loss of or public policydamage to reputation or goodwill, Company shall contribute 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 maximum portion that it performance or non-performance of the Agreement, whether such liability is permitted to pay and satisfy under applicable law to asserted on the payment and satisfaction basis of all Indemnified Liabilities incurred by contract, tort, products liability, negligence, statute or otherwise at law, even if a Party has been advised of the Indemnitees or any possibility of themsuch damages.

Indemnity. In addition 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) any claim, loss or damage, costs, charges and expenses including litigation expenses whatsoever which may be brought or made against or sustained or incurred by the Bank (and whether paid by the Bank or not) or which the Bank may become liable under or in respect of the LCs; (b) action or proceedings made or brought against the Bank, 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 damage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by the Bank (whether directly or indirectly) under or in connection with and / or arising from all or any or some of such LCs; and (e) against any liability, loss, damages, costs and expenses pursuant (including legal expenses) awarded against or incurred or paid by the Bank as a result of or in connection with the Bank making payment to subsection 10.2the Suppliers, under the LCs, without deducting tax in India whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind such payment attracts withholding tax in India or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined requires due certification by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themqualified accountant.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2(a) Seller shall release, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents Buyer, Affiliates of Buyer and Lenders, its and the their respective officers, directors, trusteesshareholders, partners, members, owners, employees, agents, attorneys attorneys, Affiliates and affiliates of any of Agents advisors (each an “Indemnified Person” and Lenders (collectively called the "Indemnitees") “Indemnified Persons”), against, and shall hold each Indemnified Person harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsfees, costs, expenses (including reasonable legal fees, charges, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 theretoIndemnified Person and expenses), whether direct, indirect penalties or consequential and whether based on fines of any federal, state or foreign laws, 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, kind that may be imposed on, incurred by, by or asserted against any such IndemniteeIndemnified Person (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from or in connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or related property, or any action taken or omitted to be taken by any Indemnified Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document, or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor or 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 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 manner 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 this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance foregoing clauses of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the Person’s gross negligence or willful misconduct of that Indemnitee intentional misconduct, as determined by a final judgment of a court of competent jurisdictionjurisdiction pursuant to a final, non-appealable judgment. To the extent that the undertaking In any suit, proceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall defend, indemnify, pay indemnify and hold such Indemnified Person harmless set forth in the preceding sentence may be unenforceable because it is violative from and against all expense, loss or damage suffered by reason of any law defense, set-off, counterclaim, recoupment or public policyreduction 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, Company 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) If for any reason the indemnification provided in this Section 13.01 is unavailable to the 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 Seller shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and satisfaction Seller on the other hand, the relative fault of all such Indemnified Liabilities incurred by Person, and any other relevant equitable considerations. (c) An Indemnified Person may at any time send Seller a notice showing the Indemnitees or any calculation of themIndemnified 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) In addition any threatened, pending or completed action, suit, or proceeding to the payment of expenses pursuant to subsection 10.2which Collateral Subadvisor, whether or not the transactions contemplated hereby shall be consummatedits shareholders, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trusteesemployees or associated persons (collectively, partners“its affiliates”) was or is a party or is threatened to be made a party by reason of the fact that Collateral Subadvisor is or was an investment adviser of the Fund or otherwise, employeesthe Fund and Manager, agentsjointly and severally, attorneys shall indemnify and hold harmless, subject to subsection (d) below, Collateral Subadvisor and its affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesloss, obligationsliability, lossesdamage, damages, penalties, actions, judgments, suits, claims, costscost, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable including attorneys’ fees and disbursements of counsel for such Indemnitees accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates in connection with any investigativeaction, suit or proceeding if Collateral Subadvisor acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Fund, and provided that its conduct does not constitute willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Collateral Subadvisor acted in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. b) Expenses incurred in defending a threatened or pending civil, administrative or judicial criminal action, suit or proceeding commenced against Collateral Subadvisor or threatened its affiliates may, in the sole discretion of Manager, be paid by the Fund and/or Manager in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund and/or Manager, as applicable, in the event indemnification is not permitted under this Section 12. c) Collateral Subadvisor agrees to indemnify, defend and hold harmless the Fund, Manager and Manager’s members, officers, directors, employees or associated persons (collectively, “its affiliates”) against any Personloss, whether or not any such Indemnitee shall be designated as a party or a potential party theretoliability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), whether direct, indirect judgments and amounts paid in settlement actually and reasonably incurred by it or consequential and whether based on its affiliates by reason of any federal, state act or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner omission of Collateral Subadvisor relating to the Fund (including costs and expenses of investigating and defending any claims, demand or arising out suit and attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, bad faith or gross negligence on the other Loan Documents part of Collateral Subadvisor in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. d) Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, specific case and only to upon a determination by independent legal counsel in a written opinion that indemnification is proper in the extentcircumstances because the party claiming indemnification (the “Indemnitee”) has met the applicable standard of conduct set forth in subsection (a) or (c), of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from as the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictioncase may be. To the extent that the undertaking Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to defendin subsection (a) or (c) above, indemnifyor in defense of any claim, pay issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the Indemnitee or its affiliates against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred by it or its affiliates in connection therewith. e) In the event that any claim, dispute or litigation arises between Collateral Subadvisor and any party other than the Fund or Manager, which claim, dispute or litigation is unrelated to the Fund’s business, and if the Fund or Manager are made a party to such claim, dispute or litigation by such other party, Collateral Subadvisor shall defend any actions brought in connection therewith on behalf of the Fund and/or Manager each of whom agree to cooperate in such defense and Collateral Subadvisor shall indemnify and hold harmless set forth the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between the Fund and/or Manager and any party other than Collateral Subadvisor which claim, dispute or litigation is unrelated to Collateral Subadvisor’s duties under this Agreement, and if Collateral Subadvisor is made a party to such claim, dispute or litigation by such other party, the Fund and/or Manager, jointly and severally, shall defend any actions brought in connection therewith on behalf of Collateral Subadvisor or its principals, each of whom agree to cooperate in such defense and the preceding sentence Fund and/or Manager, jointly and severally, shall indemnify and hold harmless Collateral Subadvisor and its affiliates from and with respect to any amounts awarded to such other party. Notwithstanding any other provision of this subsection (e), if, in any claim as to which indemnity is or may be unenforceable because available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim and shall be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim. f) None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the Indemnitee without the prior consent of the Indemnitor; provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay such amount in settlement as it is violative shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any law loss, liability, damage, cost or public policy, Company shall contribute the maximum portion that it is permitted to pay expenses (including reasonable attorneys’ and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities accountants’ fees) incurred by the Indemnitees Indemnitee in connection with such settlement to the extent such loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or resulted from a material violation of this Agreement by the Indemnitor or violation of the standard of conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any matters, and if the Indemnitor successfully negotiates a settlement and tenders payment therefor to the Indemnitee, the Indemnitee must either use its best efforts to dispose of themthe matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement. g) The foregoing provisions for indemnification shall survive the termination of this Agreement. h) Collateral Subadvisor acknowledges as to it that the indemnities provided in this Agreement by Manager and the Fund to Collateral Subadvisor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon Collateral Subadvisor’s misrepresentations, omissions or breach of any warranty in this Agreement.

Indemnity. In addition (a) To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and 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 payment 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 pursuant 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 subsection 10.2, whether defend such action or not the transactions contemplated hereby proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be consummatedinsured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (b) Landlord shall protect, Company agrees to defend, indemnify, pay indemnify and hold Tenant harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitsloss, claims, costsliability or costs (including court costs and attorneys' fees) incurred by reason of: (a) any damage to any property or any injury (including but not limited to death) to any person occurring in, expenses and disbursements of any kind or nature whatsoever (including, without limitation, on or about the reasonable fees and disbursements of counsel for Demised Premises or the Building to the extent that such Indemnitees in connection with any investigative, administrative injury or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee damage shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out proximately caused by the Landlord's affirmative acts of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of Landlord or its agents, servants or employees; provided, however, that Indemnitee as determined such indemnification shall be limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by a final judgment Landlord under insurance policies carried by Landlord for such injury or damage, after deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to self-insure, and (ii) the deductible amounts for such claims under such insurance policies. The provisions of a court this Article shall survive the termination of competent jurisdiction. To this Lease with respect to any claims or liability occurring prior to such termination. (c) Notwithstanding the foregoing indemnification obligations, Landlord and Tenant both hereby release the other and the other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative cost of any law or public policy, Company shall contribute the maximum portion that it such claim is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred reimbursed by insurance proceeds recovered by the Indemnitees or any of themreleasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated Each Borrower hereby shall be consummated, Company agrees to defendjointly and severally indemnify Agent, indemnify, pay each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesliability, obligationsloss, lossesdamage, damagessuit, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of action or proceeding suffered or incurred by any kind or nature whatsoever such Person (including, without limitation, the including reasonable documented attorneys fees and disbursements legal expenses) as the result of counsel for such Indemnitees in connection with any investigativeBorrower’s failure to observe, administrative perform or judicial proceeding commenced discharge such Borrower’s duties hereunder (subject to subsection 2.12) or threatened by any Person, whether arising from or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or Agreement, the other Loan Documents or the transactions contemplated hereby or thereby thereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of, or breach of the terms of this Agreement or any other Loan Document by, Agent, either Arranger or 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, Lenders' agreement 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 court of competent jurisdiction in a final nonappealable judgment to make the Loans hereunder or the use or intended use have arisen out of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentbad faith, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment Agent, either Arranger or such Lender. Notwithstanding any contrary provision in this Agreement, the obligation of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company each Borrower under this Section 12.2 shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to survive the payment in full of the non-indemnity Obligations and satisfaction the termination of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby Tenant shall be consummated, Company agrees to defend, indemnify, pay hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and hold harmless Agents in writing), defend Landlord and Lenders, and the Landlord’s officers, directors, trusteesshareholders, partners, members, managers, employees, agentscontractors, attorneys property managers, agents and affiliates of any of Agents mortgagees and Lenders (collectively called the "Indemnitees") other lien holders, from and against any and all “Losses” (hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, ordinances, statutes, regulations or other liabilitieslaws referred to in this Article 10, obligationsincluding, losseswithout limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any of Tenant’s Parties; or (c) any Hazardous Use by Tenant or any Tenant Parties on, about or from the Leased Premises of any Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, actionsfines, judgmentsliabilities, suits, claims, costs, expenses losses of every kind and disbursements of any kind or nature whatsoever (including, without limitation, property damage, damages for the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative loss 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 whether based restriction on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in the Complex, 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, attorneys’ and consultants’ fees and expenses, and the Letters costs of Credit) (collectively called the "Indemnified Liabilities"); provided cleanup, remediation, removal and restoration, that Company shall not have are in any obligation way related to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred matter covered by the Indemnitees or any of themforegoing indemnity.

Indemnity. In Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to subsection 10.2Section 24, whether or not the transactions contemplated hereby Borrower shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents harmless, the Lender and Lendersits affiliates and their past, present and the officers, future respective directors, trusteesmanagers, partnersshareholders, members, officers, employees, counsel, accountants, investors, financial advisors, agents, attorneys consultants and affiliates of any of Agents and Lenders other advisors (collectively called the "Indemnitees") each, an “Indemnitee”), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all other liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personperson 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 (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws)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 Agreement or the other Loan Documents Secured Note or the transactions contemplated hereby or thereby (including, without limitation, Lenders' including the Lender’s agreement to make the Loans hereunder a loan or the use or intended use of the proceeds thereof, or any enforcement of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"this Secured Note), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that Company the Borrower shall not have any no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities the foregoing to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose extent arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment final, non-appealable order of a court of competent jurisdiction. To Notwithstanding any contrary provision in this Secured Note, the extent that obligation of the undertaking Borrower with respect to defendeach indemnity given by them in this Secured Note shall survive the Maturity Date, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment in full of the Obligations, or conversion to Common Stock, and satisfaction the termination of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Secured Note.

Indemnity. In addition to The Grantee must indemnify and keep the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay Trust and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, its agents, attorneys employees and affiliates of any of Agents and Lenders officers indemnified against: (collectively called the "Indemnitees"a) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages and expenses and disbursements of any kind relating to the Project that may be incurred by the Trust or nature whatsoever its agents, employees or officers (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative liability or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated damages arising from environmental damage) as a party consequence of any negligent or a potential party thereto)wrongful act or omission of the Grantee or of any agent, whether directemployee, indirect contractor, associate or consequential officer of the Grantee; and (b) unless otherwise agreed in writing between the parties, all liabilities, costs, damages and whether based on any federalexpenses that may be incurred by the Trust or its agents, state employees or foreign laws, statutes, rules or regulations officers (including, without limitation, securities 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 commercial laws, statutes, rules or regulations and Environmental Laws(b), all legal costs (on common law a solicitor/solicitor basis) and other costs incurred in defending any action or equitable cause claim relating to the Project brought against the Trust or on contract its agents, employees or otherwise, that may be imposed on, incurred byofficers as a consequence of any act or omission, or asserted against any such Indemnitee, in any manner relating to alleged negligent or arising out of this Agreement wrongful act or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use omission of the proceeds Grantee or of any agent, employee, contractor, associate or officer of the Loans Grantee. (d) The Grantee’s liability under the indemnity in this clause 14 will be reduced proportionately to the extent that any act or the issuance of Letters of Credit hereunder omission (whether negligent or the use or intended use of any not) of the Letters of CreditTrust or it’s agents, employees, contractors, and associates or officers (not being the Grantee) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities contributed to the extent, and only to the extent, of any particular relevant liability, obligation, loss, damage, penalty, claim, cost, expense damage or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themloss.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether Whether or not the transactions contemplated hereby shall be consummated, each Company agrees to defend, indemnify, pay and hold harmless Agents the Agent and Lenderseach Lender and any subsequent holder of any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, trusteesemployees and agents of the Agent, partners, employees, agents, attorneys each Lender and affiliates of any of Agents and Lenders such holders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees Indemnitee) in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential thereto and whether based on including any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause such proceeding initiated by or on contract behalf of such Company or otherwiseany of its Subsidiaries or Holdings, that 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, by or asserted against any such Indemnitee, Indemnitee as a result of or in any manner relating to or arising out of this Agreement or the other Loan Documents or connection with the transactions contemplated hereby or thereby by the other Operative Documents (includingincluding (i)(A) as a direct or indirect result of the presence on or under, without limitationor escape, Lenders' agreement 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 make the Loans hereunder 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 any of the Loans or Notes, the issuance of Letters of Credit hereunder or and the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided Lender Interest, except that such Company shall not have any no obligation hereunder to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose liability resulting from the gross negligence or willful wilful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnitee. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the immediately preceding sentence may be unenforceable because it is violative of any law or public policyunenforceable, each Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities 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, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company (a) Hertz agrees to defend, indemnify, pay and hold harmless Agents and Lendersharmless, and defend the QI, its respective agents, officers, directors, trustees, partners, employees, agents, attorneys members and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"each a “QI Indemnitee”) from and against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees suffered in connection with any investigative, administrative claims or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated actions to the extent directly related to the QI’s involvement under this Agreement as a party or a potential party thereto“Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), whether directunless such losses, indirect liabilities, costs or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose expenses resulted from the gross negligence or willful misconduct of that Indemnitee a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. 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 determined by a final judgment such terms or similar terms may be defined in the provisions of a court applicable federal, state or local laws, irrespective of competent jurisdiction. To whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent that related to the undertaking to defendQI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, indemnifyliability, 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 hold harmless set forth in the preceding sentence any judgments which may be unenforceable because it is violative finally awarded, provided that Hertz shall have the right to control the defense of any law such third party claims or public policy, Company shall contribute the maximum portion that it is permitted actions. The QI Indemnitee agrees to pay consult and satisfy under applicable law cooperate to the payment and satisfaction of all Indemnified Liabilities incurred extent reasonably deemed necessary by the Indemnitees or any of themHertz in such defense.

Indemnity. In addition to (a) The Corporation (the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated “Indemnitor”) hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents and Lendersthe Agent, and the its subsidiaries or affiliates, and each of their directors, officers, directors, trustees, partners, employees, agents, attorneys employees and affiliates of any of Agents and Lenders agents (collectively called hereinafter referred to as the "Indemnitees"“Personnel”) harmless from and against any and all expenses, losses (other liabilitiesthan loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damageswhether joint or several, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements expenses 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 whether based on any federal, state or foreign laws, 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 otherwisetheir counsel, that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, 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 asserted against 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 Indemniteeactions, 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 manner relating fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or arising out of this Agreement or fraud referred to in (i). Without limiting the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use generality of the proceeds foregoing, this indemnity shall apply to all reasonable expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent. (b) If for any reason (other than the occurrence of any of the Loans events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the issuance Agent or any Personnel harmless as a result of Letters 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 Credit hereunder the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the use Indemnitor shall in any event contribute to the amount paid or intended use 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 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 reasonable costs (including an amount to reimburse the Agent for time spent by the Agent’s Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection 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 any of the Letters Agent’s Personnel or after receipt of Creditnotice 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 (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 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 settlement of any such legal proceeding unless it has consented in writing to 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. (collectively called e) The indemnity and contribution obligations of the "Indemnified Liabilities"); provided that Company Indemnitor shall not have any obligation be in addition to any Indemnitee hereunder with respect to any Indemnified Liabilities liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the extent, Personnel of the Agent and only shall be binding upon and inure to the extent, benefit of any particular liabilitysuccessors, obligationassigns, lossheirs and personal representatives of the Indemnitor, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct Agent and any of that Indemnitee as determined by a final judgment the Personnel of a court the Agent. The foregoing provisions shall survive the completion of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy professional services rendered under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees this Agreement or any termination of themthis Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated Borrower hereby shall be consummated, Company agrees to defend, indemnify, pay defend and hold harmless Agents Lender and Lenders, its successors and assigns and the respective agents, affiliates, officers, directors, trustees, partners, employees, agents, attorneys directors and affiliates employees of any of Agents Lender and Lenders (collectively called the "Indemnitees") its successors and assigns from and against any and all other liabilities, obligationsclaims, losses, damages, penaltiesdemands, actions, judgments, suits, claims, costs, causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses and disbursements costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding or demand of any kind or nature whatsoever character) arising out of or resulting from: (includinga) the Loan Documents (including the enforcement thereof), without limitationexcept to the extent such claims, the reasonable fees losses and disbursements liabilities are proximately caused by Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of counsel for such Indemnitees any Applicable Environmental Law, (c) any act, omission, event or circumstance resulting from or in connection with the 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 investigativeApplicable Environmental Law at the time of its existence of occurrence, administrative and (d) any and all claims or judicial proceeding commenced proceedings (whether brought by a private party or threatened by governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any Personother 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 any the release of such Indemnitee shall be designated as materials was caused by Borrower, a party tenant or subtenant or a potential party theretoprior 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), whether directfor which Lender may have liability due to the making of the Loan, indirect or consequential and whether based on any federalthe granting of the Security Documents, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out the exercise of this Agreement or Lender’s rights under the other Loan Documents or 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 transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement other indemnified parties) to make the Loans hereunder or extent the use or intended use subject of the proceeds of any indemnification is caused by or arises out of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentgross negligence, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence bad faith or willful misconduct of that Indemnitee as determined by a final judgment such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or upon the release, foreclosure or other termination of a court the Security Documents, but will survive the Maturity Date, foreclosure of competent jurisdiction. To the extent that Security Documents or conveyances in lieu of foreclosure, and the undertaking to defend, indemnify, pay repayment of the Loan and hold harmless set forth in the preceding sentence may be unenforceable because it is violative discharge and release of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay Security Documents and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by other documents evidencing and/or securing the Indemnitees or any of themLoan.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2(a) Indirect Parent, whether or not the transactions contemplated hereby Second Intermediary Parent, First Intermediary Parent and Parent shall be consummated, Company agrees to defend, indemnify, pay defend and hold harmless Agents and Lendersharmless, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") Purchaser from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all other liabilitiesTaxes 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, obligationsin the case of a taxable period that includes, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitationbut does not end on the Closing Date, the reasonable fees portion of such taxable period that ends on the Closing Date, (ii) any and disbursements all Taxes of counsel for Parent, Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to which such Indemnitees in connection with any investigativeTaxes relate, 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 whether based imposed on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or the Company arising out of this Agreement 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 all 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 other Loan Documents or the transactions contemplated hereby or thereby Company contained in this Article VIII (including, without limitation, Lenders' agreement The foregoing items (i) through (iii) shall collectively be referred to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the herein as "Indemnified LiabilitiesParent's Taxes"); provided that Company . Parent's Taxes shall not have any obligation to any Indemnitee hereunder include, with respect to any Indemnified Liabilities taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes relating to the extentCompany attributable to the portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, the portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and only the denominator of which is the total number of days in such Straddle Period, and (ii) in 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 extentPre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of any particular liabilitythe amount by which they are increased or decreased as a result of the transactions contemplated hereby, obligation, loss, damage, penalty, claim, cost, expense and which are calculated on an annual basis (such as the deduction for depreciation or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by capital allowances) shall be apportioned on a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, per diem basis. (b) Purchaser shall indemnify, pay defend and hold harmless set forth Parent and its affiliates from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes with respect to the Company, that are attributable to any taxable period commencing after the Closing Date and, in the case of a Straddle Period, the portion of such taxable period that begins on the day after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") and (ii) any losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent attributable to a breach of any representation, warranty or 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 may be unenforceable because it is violative or in connection with the determination of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees 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 themits 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 sentence or in connection with the determination of any Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other (at their own expense) party to obtain other information or documents necessary or appropriate to prepare and file Returns or elections or necessary or appropriate in connection with the determination of any Tax liability or any audit, examination or proceeding.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2a. Buyer shall, whether or not the transactions contemplated hereby shall be consummated, Company agrees to at Buyer’s sole cost and expense defend, indemnify, pay indemnify and hold harmless Agents Seller and Lendersits parent, subsidiary and the affiliated companies and their respective officers, directors, trustees, partners, employees, agents, attorneys employees and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"“Seller Indemnified Parties”) harmless from and against any all third party claims, demands, suits, actions, proceedings and litigation, all other liabilitiesdirect losses, costs, damages, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (includingfees, including without limitation, the reasonable attorneys’ fees and disbursements expenses (collectively “Losses”), suffered or incurred by a Seller Indemnified Party arising out of counsel for such Indemnitees or in connection with Buyer’s use or any investigativeof its licensees’ use of the Marks pursuant to this Agreement and the subject matter hereof, 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 whether based on any federal, state or foreign laws, statutes, rules or regulations (including, including without limitation, securities and commercial laws, statutes, rules those relating to: (i) the offer or regulations and Environmental Laws), on common sale of the 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 equitable cause or on contract or otherwiseregulation regarding false and/or misleading advertising, that may be imposed onfraud, incurred by, or asserted against any such Indemniteeunfair trade practices and/or anti-competitive practices, in relation to the operation of the Retail Station Business; (iv) the violation by Buyer or its licensees of any manner relating 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 or any Losses to the extent that they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”). b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Parties”) harmless from and against all Losses arising out of or in connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any Losses to the extent caused by Buyer’s negligence or by Buyer’s breach of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use violation of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themlaw.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, The Company and Uptick agrees to indemnify, defend, indemnify, pay and hold harmless Agents each other and Lenders, and the officersits affiliates, directors, trusteesofficers, partnerscounsel, employees, agents, attorneys members, managers, successors, assigns, and affiliates of any of Agents and Lenders controlling persons (collectively called as defined in the "Indemnitees"Act) (each, an “Indemnified Party”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, expenses, and liabilities (including any investigatory, legal, and other expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any investigativeaction, administrative claim, or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, resulting in any manner liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of this (a) the Agreement or the other Loan Documents 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 hereby by the Agreement, (c) any inaccuracy in or thereby (including, without limitation, Lenders' agreement to make breach in the Loans hereunder or the use or intended use representations and warranties of the proceeds of Company contained in this Agreement, and (d) any failure of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); Company to perform its obligations under this Agreement, provided that the Company and Uptick shall not have be liable to an Indemnified Party in any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities such case to the extentextent that any such Indemnifiable Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, responsible, or accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for losses, claims, damages, or liabilities finally judicially determined to have resulted solely and exclusively from actions taken or omitted to be taken as a direct result of such Indemnified Party’s gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themmisconduct.

Indemnity. In addition to 18.1 Each of the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, Issuer and the Guarantors indemnifies, jointly and severally, on an after-tax basis, the Paying Agent, the Registrar and their respective directors, officers, directorsemployees and controlling persons against all losses, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligationscosts, lossesclaims, actions, damages, penaltiesexpenses 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 or in connection with the appointment or the exercise of the powers and duties by the Paying Agent or the Registrar, as the case may be, under this Agreement except as may result from the wilful default or negligence of the Paying Agent or 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, judgmentsdamages, suitsexpenses 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, costsactions, damages, expenses and disbursements of any kind or nature whatsoever demands (including, without limitationbut not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the reasonable fees and disbursements foregoing) which any of counsel for such Indemnitees in connection with them may incur or which may be made against any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated of them as a party result of the Registrar's wilful default or a potential party thereto)negligence or that of the Registrar's directors, whether directofficers, indirect employees or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out controlling persons. 18.4 This Clause 18 survives the termination of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themAgreement.

Indemnity. In addition Subject to Section 9.7, except to the payment extent caused by the negligence or willful misconduct of expenses pursuant to subsection 10.2Landlord or any of its employees, whether officers, contractors or not the transactions contemplated hereby agents, Tenant shall be consummateddefend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), Company agrees to defend, indemnify, pay indemnify and hold harmless Agents and LendersLandlord, its affiliates, and the their respective employees, officers, directors, trustees, partners, employeesmembers and shareholders, agentsthe property manager, attorneys and affiliates Mortgagees of any of Agents and Lenders (collectively called the "Indemnitees") Property, from and against any and all other liabilities, obligations, losses, damages, penaltiescosts, actionsexpenses (including reasonable attorneys’ fees and expenses), judgmentscauses of action, suits, claims, costs, expenses and disbursements demands or judgments of any kind nature arising from or nature whatsoever with respect to (including, without limitation, the reasonable fees and disbursements a) any injury to or death of counsel for such Indemnitees any person or damage to or loss of property 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 whether based on any federal, state or foreign laws, 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 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 regulations by Tenant or any Tenant Parties, including without limitation on account of any construction or other work by Tenant on or about the Premises pursuant to Article 8 or otherwise, that may be imposed or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, incurred byin or from the Premises or the Property, or asserted against 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 such IndemniteeTenant Parties, in any manner relating violation of Section 7.6 or otherwise. Subject to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (includingSection 9.7, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities except to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose extent resulting from the gross 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 Indemnitee as determined counsel appointed by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defendLandlord’s insurer is acceptable), indemnify, pay indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any law nature arising from or public policy, Company shall contribute the maximum portion that it is permitted with respect to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Landlord’s or any of themLandlord’s employees’, officers’, contractors’, or agents’ negligence or willful misconduct resulting in personal injury or bodily harm.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company (a) Hertz agrees to defend, indemnify, pay and hold harmless Agents and Lendersharmless, and defend the QI, its respective agents, officers, directors, trustees, partners, employees, agents, attorneys members and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"each a “QI Indemnitee”) from and against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees suffered in connection with any investigative, administrative claims or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated actions to the extent directly related to the QI’s involvement under this Agreement as a party or a potential party thereto“Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), whether directunless such losses, indirect liabilities, costs or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose expenses resulted from the gross negligence or willful misconduct of that Indemnitee a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. 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 determined by a final judgment such terms or similar terms may be defined in the provisions of a court applicable federal, state or local laws, irrespective of competent jurisdiction. To whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent that related to the undertaking to defendQI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, indemnifyliability, 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 hold harmless set forth in the preceding sentence any judgments which may be unenforceable because it is violative finally awarded; provided that, Hertz shall have the right to control the defense of any law such third party claims or public policy, Company shall contribute the maximum portion that it is permitted actions. The QI Indemnitee agrees to pay consult and satisfy under applicable law cooperate to the payment and satisfaction of all Indemnified Liabilities incurred extent reasonably deemed necessary by the Indemnitees or any of themHertz in such defense.

Indemnity. In addition to 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 payment of expenses pursuant to subsection 10.2Loan Documents, whether or not the transactions contemplated hereby FWH shall be consummated, Company agrees to defendpay, indemnify, pay save and hold harmless Agents the Administrative Agent, the Collateral Agent and Lenders, each Secured Party and the each of their respective officers, directors, trustees, partners, employees, agentscounsel, attorneys agents and affiliates of any of Agents attorneys-in-fact and Lenders Affiliates (collectively called the "Indemnitees"each, an “Indemnified Person”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, charges, expenses and or disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (includingincluding at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, without limitationresignation or replacement of any Agent or any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to, or arising out of, the reasonable fees business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any of its Affiliates related thereto, and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative litigation or judicial proceeding commenced (including any bankruptcy, insolvency, reorganization or threatened by any Personother similar proceeding or appellate proceeding) related to Prattsburgh, whether or not any such Indemnitee shall be designated as Indemnified Person is a party or a potential party thereto)thereto (all the foregoing, whether directcollectively, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "“Indemnified Liabilities"”); provided that Company FWH shall not have any obligation hereunder to any Indemnitee hereunder Indemnified Person with respect to any Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have arisen from the fraud, gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that 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 themPerson.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company The Borrower agrees to defend, indemnifyprotect, pay indemnify and hold harmless Agents the Agent and Lenders, each Lender and the each and all of its officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"“Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee the Indemnified Parties shall be designated as by a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, or asserted against any such IndemniteeIndemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner directly relating to or arising out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Term Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of any of the Loans or Term Loan hereunder; provided, that the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company Borrower shall not have any obligation to any Indemnitee Indemnified Party hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense matters caused by or disbursement that arose resulting from the willful misconduct or gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnified Party. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties within five (5) days of themdemand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral. The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

Indemnity. In addition to (a) Licensee shall at all times (both during and after the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay term hereof) indemnify and hold harmless Agents Licensor, its agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys against and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other actions, suits, liabilities, obligationssettlements, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (includingcharges, without limitation, the reasonable counsel fees and disbursements of counsel for such Indemnitees in connection with any investigativeall other expenses, 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out from any and all claims (whether founded or unfounded) of this Agreement every nature or the other Loan Documents or the transactions contemplated hereby or thereby character (including, but without limitation, Lenders' agreement claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to make property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (collectively, "Losses"), based upon or arising out of Licensee's operation of the Loans hereunder Departments, or the Licensee's sale, use or intended use installation of the proceeds Wares and Services, or any defect in the Wares and Services or in any ingredient, product or component used in the Wares and Services (or, in the event the Wares and Services shall be a service, used in the performance of such service), or due to any negligence or dishonesty of, or to any act of commission or omission by, Licensee or any of its employees or agents, all except to the extent such Loss is caused by Licensor'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 term hereof) be brought against Licensor by reason of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, such claim, costthe Licensee, if Licensor so requests, shall resist and defend such action, suit or proceeding, at the sole expense or disbursement that arose from of Licensee, by reputable counsel. (b) Licensor shall at all times (both during and after the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay term hereof) indemnify and hold harmless set forth in Licensee, its agents and employees, against and from any and all Losses, based upon or arising out of Licensor's operations, or the preceding sentence may be unenforceable because it is violative Licensor's sale, use or installation of any law products or public policyservices (other than the Wares or Services), Company shall contribute or any defect in any product or service rendered by Licensor (other than the maximum portion that it is permitted 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 pay and satisfy under applicable law any negligence or dishonesty of, or to the payment and satisfaction any act of all Indemnified Liabilities incurred by the Indemnitees commission or omission by, Licensor or any of themits employees or agents, all except to the 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 term hereof) be brought against Licensee by reason of any such claim, Licensor, if Licensee so requests, shall resist and defend such action, suit or proceeding, at the sole expense of the Licensor, by reputable counsel.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated Each Borrower hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents Administrative Agent and Lenders, Lenders and the officers, directors, employees, trustees, partners, employees, agents, attorneys investment advisors, collateral managers, servicers, and affiliates counsel of any of Agents Administrative Agent and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees Indemnitee) in connection with any investigative, response, remedial, administrative or judicial proceeding commenced matter or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential thereto and whether based on including any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause such proceeding initiated by or on contract behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or otherwisecompensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, that which may be imposed on, incurred by, by or asserted against any such Indemnitee, Indemnitee as a result of or in any manner relating to or arising out of this Agreement or the other Loan Documents or connection with the transactions contemplated hereby or thereby by the other Financing Documents (includingincluding (a)(i) as a direct or indirect result of the presence on or under, without limitationor escape, Lenders' agreement seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by any Borrower, or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (ii) arising out of or relating to make the Loans hereunder 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 any of the Loans and (c) any brokerage claims in connection with the sale or the issuance of Letters of Credit hereunder or the use or intended use any leasing of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided Project, except that Company no Borrower shall not have any obligation hereunder to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose liability resulting from the gross negligence or willful misconduct of that Indemnitee such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction 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 applicable Project. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the immediately preceding sentence may be unenforceable because it is violative of any law or public policyunenforceable, Company each Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities such indemnified liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to the Lessee agrees that each payment of expenses pursuant to subsection 10.2Basic Rent hereunder shall be free and clear of, and without deduction for, any and all withholdings on account of Taxes of any nature whatsoever, whether or not the transactions contemplated hereby shall be consummatedan exclusion pursuant to Section 10(b) applies, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened except as required by any Person, whether or not law. If any such Indemnitee 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 net amount actually received by Lessor, after such deduction or withholding, will be designated equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (or to any taxing authority for the account of Lessor) as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use result of the proceeds of any application of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder preceding sentence with respect to any Indemnified Liabilities 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 extentextent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or with respect to, and only to based upon or measured by (A) any Engine or any Part thereof, or interest therein, (B) the extentmanufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any particular liability, obligation, loss, damage, penalty, insurance claim, costsale, expense mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or disbursement that arose from other disposition of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To Aircraft, the extent that the undertaking to defendAirframe, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Engine or any of them.Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including without limitation the Rent), or

Indemnity. In addition to Indemnify the payment of expenses pursuant to subsection 10.2Bank and its employees, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employeesshareholders, agents, attorneys attorneys, successors and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and assigns against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (whatsoever, 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 whether based on any federal, state or foreign laws, 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 imposed onexpenses, incurred by, or asserted against any such Indemniteeby them arising out of, in any manner relating to way connected with, or arising out as a result of (a) this Agreement or the other Loan Related Documents or the transactions contemplated hereby or thereby protection or enforcement (including, without limitation, Lenders' agreement to make including collection or disposition of Collateral) of the Loans hereunder Bank's rights under this Agreement or the use or intended use Related Documents, (b) the execution and delivery of this Agreement by the Company and the performance of the proceeds Obligations, (c) any violation of Environmental Laws or any other Requirements of Law by the Company or any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such violation, and (d) any claim, litigation, investigation or proceedings relating to any of the Loans foregoing or the issuance of Letters of Credit hereunder transactions contemplated by this Agreement, whether or not the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities")Bank is a party thereto; provided provided, however, that Company such indemnity shall not have any obligation apply to any Indemnitee hereunder with respect to any Indemnified Liabilities such losses, claims, damages, liabilities or related expenses to the extent, and only to the extent, of extent caused by any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined the Bank. The foregoing indemnities shall survive the Termination Date, the consummation of the transactions contemplated by a final judgment this Agreement, the repayment of a court of competent jurisdiction. To the extent that Obligations and the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative invalidity or unenforceability of any law term or public policy, provision of this Agreement or of the Related Documents and shall remain in effect regardless of any investigation made by or on behalf of the Bank or the Company shall contribute and the maximum portion that it is permitted to pay and satisfy content or accuracy of any representation or warranty made under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "IndemniteesINDEMNITEES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company Lessor agrees to defendindemnify and save harmless Lessee and its parents, indemnifysubsidiaries, pay and hold harmless Agents and Lenders, and the officersaffiliates, directors, trustees, partnersofficers, employees, agents, servants, attorneys and affiliates 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 any 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 ADA; or (d) as a result of any of Agents Lessor's representations and Lenders (collectively called warranties being untrue. These indemnities shall survive the "Indemnitees") expiration, cancellation or termination of the Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, officers, employees, agents, servants, attorneys and representatives from and against any and all other liabilitiesclaims, obligations, lossescauses of action, damages, penalties, actionsfines, judgments, suitspenalties, claimscosts (including environmental clean-up costs and response costs), costsliabilities, expenses or losses (including without limitation, reasonable attorneys' fees and disbursements expenses of any kind litigation) arising during or nature whatsoever 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 reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative Premises; or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated (b) as a party result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a potential party thereto)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, whether direct, indirect cancellation or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out termination of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themLease.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2Section 8.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company Borrower agrees to indemnify, exonerate, defend, indemnifypay, pay and hold harmless Agents and Lendersthe Agent-Related Persons, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders Lender-Related Persons (collectively called the "“Indemnitees"” and individually as “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the any other Loan Documents or the transactions contemplated hereby or thereby (includingDocument, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance consummation of Letters the transactions contemplated by this Agreement, including any matter relating to or arising out of Credit hereunder the filing or the use or intended use recordation of any of the Letters 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 CreditBorrower, 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) (collectively called the "“Indemnified Liabilities"”); provided provided, however, that Company Borrower shall not have any no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose arising from the gross negligence or willful misconduct of that any such Indemnitee as determined or a material breach by such Indemnitee of the 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 final judgment claim under the indemnification provisions of a court this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of competent jurisdictionthe 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 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 defend, indemnify, pay pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the Indemnitees or any termination of themthis Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether Whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend, indemnifyprotect and indemnify Lender, pay its participants and hold harmless Agents and Lenderseach of their assigns, and the officers, each of their respective directors, trustees, partnersofficers, employees, agentsaffiliates and agents (collectively, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"“Indemnified Persons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all other liabilitieslosses, claims, damages, obligations, losses, damagesjudgments, penalties, actionsand liabilities and related costs and expenses, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable counsel fees and disbursements expenses, incurred by such Indemnified Person arising out of counsel for such Indemnitees in connection with any investigativeclaim, administrative action, suit, litigation, investigation or judicial proceeding commenced or threatened by any Person, (whether or not any such Indemnitee shall be designated as Indemnified Person is a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, or asserted against any such IndemniteeIndemnified Person (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, the Related Documents, or any act, event or transaction related or attendant hereto or thereto, the other making and the management of the Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities")Loan hereunder; provided provided, however, that Company such indemnity shall not have any obligation apply to any Indemnitee hereunder with respect such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have arisen from the gross negligence or willful wilful misconduct of such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Indemnitee Borrower may otherwise have. All amounts due under this subsection shall be payable as determined incurred upon written demand therefor, shall be added to the Indebtedness of the Borrower and shall bear interest at the Default Rate, and shall be secured by a final judgment of a court of competent jurisdictionthe Collateral. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence this subsection may be unenforceable because it is violative of any law or public policy, Company the Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities matters incurred by the Indemnitees or any Indemnified Persons. The provisions of themand undertakings and indemnifications set out in this Section shall survive the satisfaction and payment of the Indebtedness of the Borrower and the termination of this Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company (i) The Grantor agrees to defend, indemnify, pay and hold harmless Agents the Beneficiary, the Trustee and Lenders, each of the other Secured Parties and the officers, directors, trustees, partners, employees, agentsagents and Affiliates of the Beneficiary, attorneys the Trustee and affiliates each of any of Agents and Lenders the other Secured Parties (collectively called collectively, the "“Indemnitees"”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened by any Personthreatened, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, by or asserted against any such that Indemnitee, in any manner relating to or arising out of this Agreement hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the other Loan Documents or the transactions contemplated hereby or thereby Secured Obligations (including, without limitation, Lenders' agreement to make any misrepresentation by the Loans hereunder Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or any other document evidencing the use or intended use of Secured Obligations (the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "“Indemnified Liabilities"”); provided provided, however, that Company the Grantor shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, extent it has been determined by a final decision (after all appeals and only the expiration of time to the extent, appeal) by a court of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionIndemnitee. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Grantor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to The representations, warranties and covenants made by the payment Subscriber herein shall survive the acceptance by the Company of expenses pursuant to subsection 10.2his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, whether or not the transactions contemplated and Subscriber hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents the Company and Lenders, and the its respective officers, directors, trusteesmanaging and non-managing members, partnersemployees and agents and affiliates, employeesand each other person, agentsif any, attorneys and affiliates who controls the Company within the meaning of any Section 15 of Agents and Lenders the Securities Act (collectively called the "Indemnitees") “Indemnitee”), from and against any and all other liabilitieslosses, obligationsclaims, lossesdemands, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses (including costs and disbursements of any kind or nature whatsoever (including, without limitationbut not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the reasonable fees and disbursements Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of counsel for such the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any investigative, administrative such claims or judicial proceeding commenced or threatened by any Personliabilities, whether or not resulting in any liability to such person, to which any such Indemnitee shall be designated as a party or a potential party thereto)may become subject under the Securities Act, whether direct, indirect or consequential and whether based on under any federal, state or foreign laws, statutes, rules or regulations (includingat common law, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common foreign law or equitable cause or on contract or otherwise, that may be imposed oninsofar as such losses, incurred byclaims, demands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by the Subscriber and contained in this Agreement, or asserted against any such Indemnitee, in any manner relating to or arising (b) arise out of this Agreement or are based upon any breach by Subscriber of any representation, warranty, or agreement made by Subscriber contained herein or in the other Loan Documents Investor Questionnaire, or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use c) arise out of the proceeds sale/transfer of any Units, of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentSecurities Act, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themother applicable state, federal, or foreign securities law.

Indemnity. A. In addition to the payment of expenses pursuant to subsection 10.2Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees the Credit Parties agree to defenddefend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of the Lead Arrangers and Agents and Lenderseach Lender, and the respective partners, officers, directors, trustees, partners, employees, agents, attorneys attorneys, and affiliates of any each of the Lead Arrangers and each of the Agents and Lenders each Lender (collectively called the "“Indemnitees") ”), from and against any and all other Indemnified 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, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable and documented fees and disbursements of counsel for such 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 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 (including, without limitation, including 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, including the Lenders' agreement ’ agreements to make the Loans Credit Extensions hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loans or Loan Documents (including the issuance of Letters of Credit hereunder or the use or intended use of any enforcement of the Letters of Credit) (collectively called the "Indemnified Liabilities"Guaranty); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. ). B. To the extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 9.3 may be unenforceable in whole or in part because it is violative of they violate any law or public policy, Company the Credit Parties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. 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 legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document, or 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 the proceeds thereof or any act or omission or event occurring in connection therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. In addition Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the payment of expenses pursuant to subsection 10.2, whether or not Notes Collateral Agent and the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and LendersSecured Parties, and the officerstheir respective successors, directorsassigns, trusteesagents and employees (each, partnersand “Indemnitee”), employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actionssuits and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, judgments, suits, claims, costs, expenses charges and disbursements of any counsel for any Indemnitee) of any kind or and nature whatsoever (including, without limitation, the reasonable fees and disbursements all expenses of counsel for such Indemnitees in connection with any investigative, administrative litigation or judicial proceeding commenced or threatened by any Person, preparation therefor whether or not the Notes Collateral Agent or any such Indemnitee shall be designated as Secured Party is a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 ) imposed on, incurred by, by or asserted against any such Indemniteethe Notes Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any manner way relating to or arising out of this Agreement Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other Loan Documents or the transactions contemplated hereby or thereby disposition of any Collateral (including, without limitation, Lenders' agreement to make latent and other defects, whether or not discoverable by the Loans hereunder Notes Collateral Agent or the use Secured Parties or intended use of the proceeds of any of the Loans Grantor, and any claim for patent, trademark or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"copyright infringement); provided that Company such indemnity shall not have any obligation not, as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extentextent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and only nonappealable judgment to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 8.16 shall not apply with respect to Taxes other than any Taxes that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of represent losses or damages arising from any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themnon-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company The Borrower agrees to defendpay, indemnify, pay and hold harmless Agents and Lenders, each Lender and the Administrative Agent and their respective officers, directors, trustees, partners, employees, agentsadvisors, attorneys affiliates and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoever (includingwhether brought by a Borrower or any other Person) with respect to the execution, without limitationdelivery, the reasonable fees enforcement, performance 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out administration of this Agreement or Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (includingand any such other documents, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of including any of the foregoing relating to the use of proceeds of the Term Loans or the issuance violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Letters of Credit hereunder any Group Member or the use or intended use of any of the Letters 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 Credit) 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 (collectively called all the "foregoing in this clause (b), collectively, the “Indemnified Liabilities"”); provided , provided, that Company the Borrower shall not have any no obligation hereunder to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, extent such Indemnified Liabilities are found by a final and only nonappealable decision of a court of competent jurisdiction to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose 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 Indemnitee as determined 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 final judgment statement setting forth in reasonable detail the source of a court 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 competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless Borrower set forth in the preceding sentence Section 11.2, or to such other Person or address as may be unenforceable because it is violative of any law or public policy, Company shall contribute hereafter designated by the maximum portion that it is permitted to pay and satisfy under applicable law Borrower in a written notice to the payment Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Term Loans and satisfaction all other amounts payable hereunder. Paragraph (b) of all Indemnified Liabilities incurred by the Indemnitees or this Section shall not apply with respect to Taxes other than any of themTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company (i) The Mortgagor agrees to defend, indemnify, pay and hold harmless Agents the Mortgagee and Lenders, each of the other Secured Parties and the officers, directors, trustees, partners, employees, agentsagents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, attorneys and affiliates of any of Agents and Lenders (collectively called the "“Indemnitees"”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened by any Personthreatened, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, by or asserted against any such that Indemnitee, in any manner relating to or arising out of this Agreement hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the other Loan Documents or the transactions contemplated hereby or thereby Secured Obligations (including, without limitation, Lenders' agreement to make any misrepresentation by the Loans hereunder Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the use or intended use of Secured Obligations (the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "“Indemnified Liabilities"”); provided provided, however, that Company the Mortgagor shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, extent it has been determined by a final decision (after all appeals and only the expiration of time to the extent, appeal) by a court of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionIndemnitee. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Mortgagor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. (a) In addition to the payment of expenses pursuant to subsection 10.2Section 9.2, whether or not the transactions contemplated hereby Transactions shall be consummated, Company agrees to defenddefend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Agents and Lenders, and the officersOfficers, directors, trustees, partners, employees, agents, attorneys advisors and affiliates of any Affiliates of Agents and Lenders (collectively called the "“Indemnitees") ”), from and against any and all other Indemnified 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, judgments, suits, claimsclaims (including Environmental Claims), costscosts (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, without limitation, including the reasonable and documented out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding 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 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 (including, without limitation, including 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby Transactions (including, without limitation, including Lenders' ’ agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the failure of the Letters Issuing Lender to honor a drawing under a Letter of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have Credit as a result of any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentact or omission, and only to the extentwhether rightful or wrongful, of any particular liabilitypresent or future de jure or de facto Government Authority, obligationor any enforcement of any of the Loan Documents (including any sale of, losscollection from, damageor other realization upon any of the Collateral or the enforcement of the Guaranties), penalty(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, claimdirectly or indirectly, costany past or present activity, expense operation, land ownership, or disbursement that arose practice of Company or any of its Subsidiaries; except to the extent such Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition The Company agrees to indemnify the payment Agent and each of the Banks and their respective directors, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages and liabilities of any party other than the Company and related expenses, including reasonable counsel fees and expenses pursuant to subsection 10.2incurred by or asserted against any Indemnitee arising out of, whether in any way connected with, or not 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 shall be consummatedor thereby, Company agrees (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation, or proceeding relating to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personforegoing, whether or not any such Indemnitee shall be designated as is a party thereto and notwithstanding that any claim, proceeding, investigation or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against litigation relating to any such Indemniteelosses, in any manner relating to claims, damages, liabilities or arising out of this Agreement expenses is or the other Loan Documents was brought by a shareholder, creditor, employee or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use officer of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities")Company; provided that Company such indemnity shall not have any obligation not, as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extentextent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and only nonappealable judgment to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have resulted from the gross negligence or willful wilful misconduct of that Indemnitee as determined by a final judgment any Indemnitee. The provisions of a court this Section 11.11 shall remain operative and in full force and effect regardless of competent jurisdiction. To the extent that expiration of the undertaking to defendterm of this Agreement, indemnifythe consummation of the transactions contemplated hereby, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative repayment of any law of the Loans, the reduction or public policycancellation of the Commitment, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction invalidity or unenforceability of all Indemnified Liabilities incurred by the Indemnitees any term or provision of this Agreement or any Note, or any investigation made by or on behalf of themthe Banks. All amounts due under this Section 11.11 shall be payable in immediately available funds upon written demand therefor.

Indemnity. In addition to The Tenant hereby indemnifies and saves harmless the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay Landlord and hold harmless Agents its successors and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") assigns from and against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever costs (including, without limitationrestriction, the reasonable fees all legal and disbursements other professional costs on a solicitor and his own client full indemnity basis) and expense 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 whether based on any federal, state or foreign laws, statutes, rules or regulations (kind whatsoever including, without limitation: (a) the costs of defending, securities counter-claiming or claiming over against third parties in respect of any action or matter including legal fees, costs and commercial lawsdisbursements on a solicitor and his own client basis and at all court levels; (b) any cost, statutesliability 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, rules clean-up or regulations restoration paid by the Landlord and Environmental Laws), on common law any fines levied against the Landlord; which at any time or equitable cause or on contract or otherwise, that from time to time may be imposed onpaid, incurred by, or asserted against the Landlord, whatsoever arising from or out of, directly or indirectly, the Tenant’s use or occupancy of the Lands or occasioned wholly or in part by any such Indemniteeact 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 Lands and the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any manner relating time or from time to time may be paid, incurred or arising out asserted against the Landlord as a direct or indirect result of this Agreement the presence on or under, or the other Loan Documents escape seepage, leakage, spillage, discharged, emission or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extentrelease, of any particular liabilityHazardous Substances, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence Lands either onto any lands, (including the Lands), into the atmosphere or willful misconduct into any water. This indemnification shall survive the expiration of that Indemnitee as determined by a final judgment the Term of a court the Lease and the termination of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themLease for whatever cause.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend, indemnify, pay indemnify the L/C Issuer and each of its correspondents and hold them harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses whatsoever which they may incur or suffer by reason of or in connection with the execution and delivery or assignment of or payment or presentation under any Letter of Credit or any action taken or omitted to be taken with respect to any Letter of Credit, except only if and to the extent that any such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses or disbursements shall be caused by the willful misconduct or gross negligence of the 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 make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in making such payment, the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and believed to be genuine by it in accordance with the terms of such Letter of Credit as to any and all matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of Credit and on the amount of any sight draft presented pursuant to any Letter of Credit whether or not any statement or any other document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or 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 of any kind or nature whatsoever (including, without limitation, the reasonable 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 arise as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use consequence of the proceeds of any willful misconduct or gross negligence of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee L/C Issuer as determined by a final judgment non-appealable order of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to The Borrower shall indemnify the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and Bank against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including funding costs), expenses expenses, charges, proceedings and disbursements all other liabilities whatsoever including legal costs (on a full indemnity basis) (other than those arising out of gross negligence or fraud of the Bank)which the Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any kind Loan granted to the Borrower or nature whatsoever any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and against all the consequences of breach of any of the term, conditions, statements, undertaking, representations, guaranties etc. of the Loan Documents as also of any of its representations or warranties not being found to be true, any breach of trust or other fiduciary obligation binding on the Borrower; (ii) in relation to any litigation from the Borrower or 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 may be payable including, without limitation, each claim and liability arising or incurred by reason of the reasonable fees and disbursements Bank's endorsement on such item, or whether arising or incurred by reason of counsel for such Indemnitees in connection forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with any investigative, administrative respect to or judicial proceeding commenced resulting from delay or threatened by any Person, whether or not omissions to pay any such Indemnitee shall be designated as a party stamp, registration and similar taxes or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations charges (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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or other than those arising out of this Agreement gross negligence, wilful misconduct or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use fraud of the proceeds of any of Bank). Such stamp, registration and similar taxes or charges (if not paid or reimbursed by the Loans or Borrower) shall be deemed to be the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities amounts due under/in relation to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themLoan.

Indemnity. In addition to You must, during and after the payment of expenses pursuant to subsection 10.2License Term, whether or not indemnify us and the transactions contemplated hereby shall be consummatedEntities, Company agrees to defend, indemnify, pay our respective successors and hold harmless Agents and Lendersassigns, and the members, officers, directors, trustees, partners, employees, agents, attorneys and affiliates predecessors of any of Agents each such entity (the “Indemnified Parties”) against, and Lenders (collectively called the "Indemnitees") from and against any and hold them harmless from, all other losses, costs, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsand expenses, expenses and disbursements including reasonable attorneys’ fees, arising out of or resulting from (i) any kind claimed occurrence at the Hotel or nature whatsoever (includingarising from, without limitationas a result of, the reasonable fees and disbursements of counsel for such Indemnitees or in connection with the development, construction or operation of the Hotel (including the design, construction, financing, furnishing, equipment, acquisition of Supplies or operation of the Hotel in any investigativeway); (ii) any bodily injury, administrative personal injury, death or judicial proceeding commenced property damage suffered or threatened claimed by any Personguest, whether customer, visitor or not employee of the Hotel; (iii) your alleged or actual infringement or violation of any such Indemnitee shall be designated as a party 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 potential third party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws)in, on common law or equitable cause about the Hotel or on contract its grounds; (vi) any other of your or otherwiseyour Affiliates’ acts, that may be imposed onerrors, incurred byomissions or obligations, or asserted against any such Indemniteethose of anyone associated or affiliated with you, your Affiliates or the Hotel or in any manner relating to or way arising out of or related to this Agreement Agreement; or the other Loan Documents or the transactions contemplated hereby or thereby (includingvii) your failure to comply with Subparagraph 16.o., without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use including a breach of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall representations set forth therein. However, you do not have any obligation to any Indemnitee hereunder with respect to any indemnify the Indemnified Liabilities Parties to the extentextent damages otherwise covered under this Paragraph 9 are adjudged by final, and only non-appealable judgment of a court of competent jurisdiction to have been solely the extent, result of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee any of the 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 determined the claims asserted against us or any other Indemnified Party are not so advanced on the basis of: (i) theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the provisions of this Agreement, including compliance with standards, Applicable Laws or other requirements. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving an Indemnified Party within five (5) days of your actual or constructive knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same, or we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the action, suit, proceeding, claim, demand, inquiry 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, including reasonable attorneys’ fees and court costs the Indemnified Parties incur to protect themselves, or to 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 a final judgment the Indemnified Parties. Further, you will indemnify the Indemnified Parties for any claim for damages by reason of a court the failure of competent jurisdiction. To any contractor, subcontractor, supplier or vendor doing business with you relating to the extent that the undertaking Hotel to defend, indemnify, pay and hold harmless set forth maintain adequate insurance as required in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute Manual. You acknowledge and agree that you are directly responsible for all fees and charges due and owing us and the maximum portion that it is permitted to pay and satisfy under applicable law Entities related to the payment prior franchise license agreement for the Hotel, if any such fees and satisfaction charges remain outstanding as of all Indemnified Liabilities incurred by the Indemnitees or any of themEffective Date.

Indemnity. In addition 8.1 The Assignor agrees (i) to pay, indemnify, and hold harmless the payment Security Trustee on demand from, any and all stamp, excise, withholding, documentary and other like duties and taxes and all recording and filing fees (collectively, "Taxes and Fees") and any and all liabilities with respect to, or resulting from any delay or omission on the part of expenses pursuant the Assignor to subsection 10.2pay Taxes and Fees which may be payable or determined to be payable in connection with the execution and delivery of, whether or not consummation of any of the transactions contemplated hereby shall be consummatedby, Company agrees to defendor any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Assignment, and (ii) to, on demand, pay, indemnify, pay and hold harmless Agents the Security Trustee and Lendersits Affiliates, and the officers, directors, trustees, partners, employees, agents, attorneys attorneys, successors and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") assigns, harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable attorneys' fees and disbursements expenses) with respect to (i) negotiation, preparation, execution, delivery, consummation, enforcement, performance and administration of counsel for such Indemnitees in connection with this Assignment and any investigativeamendment, administrative supplement or judicial proceeding commenced modification to, or threatened by any Person, extension of this Assignment (whether or not the same is actually implemented, completed or granted, as the case may be) and any such Indemnitee shall be designated as a party other documents prepared in connection herewith and (ii) the enforcement or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds preservation of any of the Loans or Security Trustee's rights under the issuance of Letters of Credit hereunder or the use or intended use of any Assignment (all of the Letters of Credit) (collectively called foregoing, collectively, the "Indemnified Liabilities"); provided provided, that Company the Assignor shall not have any no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose directly arising from the gross negligence or willful misconduct of that Indemnitee as determined the Security Trustee. 8.2 If the Security Trustee expends any moneys reimbursable by a final judgment Assignor by reason of Section 8.1 or any other provision of this Assignment, all moneys so expended by the Security Trustee shall on demand be repaid by the Assignor to the Security Trustee in the currency in which such moneys were expended together with interest thereon from the date such moneys were expended until the date of reimbursement thereof to the Security Trustee (whether before or after judgment) at the Interest Rate or, if an Event of Default has occurred, at the Default Rate, such interest to be calculated on the basis of a court 360 day year and the actual number of competent jurisdictiondays elapsed. To Accrued interest on all amounts hereunder shall be payable in arrears on the extent Interest Payment Date for the calendar month immediately preceding such Interest Payment Date; provided, however, that the undertaking to defendif an Event of Default has occurred, indemnify, pay and hold harmless set forth in the preceding sentence may any such interest shall be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law payable on demand to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themSecurity Trustee.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby Each Grantor shall be consummated, Company agrees to defend, indemnify, pay reimburse and hold harmless Agents and LendersAgent, each of Agent's members, and the each of their respective successors, assigns, agents, officers, directors, trusteesshareholders, partnersservants, employees, agents, attorneys agents and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") employees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsdemands, costs, expenses and disbursements claims of any kind and nature (including claims relating to environmental discharge, cleanup or nature compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (includingincluding reasonable attorneys' fees and expenses), without limitationfines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a "CLAIM" and collectively, the reasonable 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"CLAIMS"), whether direct, indirect directly or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner indirectly relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of the Loan or otherwise, the falsity of any representation or warranty of such Grantor or such Grantor's failure to comply with the Loans terms of this Agreement or any other Operative Document while the Obligations are outstanding. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the issuance of Letters of Credit hereunder escape, seepage, leakage, spillage, discharge, emission or the use or intended use release of any hazardous materials on the premises of the Letters of Creditsuch Grantor, including any Claims asserted or arising under any environmental law, or (iv) (collectively called the "Indemnified Liabilities")any Claim for negligence or strict or absolute liability in tort; provided provided, however, that Company such Grantor shall not have indemnify Agent for any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, liability incurred by Agent as a direct and only to the extent, sole result of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the Agent's gross negligence or willful misconduct misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of that Indemnitee as determined by a final judgment this Agreement. Upon an indemnitee's written demand, such Grantor shall assume and diligently conduct, at its sole cost and expense, the entire defense of a court Agent, each of competent jurisdictionits members, and each of their respective agents, employees, directors, officers, shareholders, successors and assigns, using counsel reasonably acceptable to such indemnitee against any indemnified Claim. To the extent that the undertaking to defendSuch Grantor shall not settle or compromise any Claim against or involving Agent without first obtaining Agent's written consent thereto, indemnify, pay and hold harmless set forth in the preceding sentence may which consent shall not be unenforceable because it is violative of any law unreasonably withheld or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themdelayed.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company (a) The Borrower agrees to defend, indemnifyprotect, pay indemnify and hold harmless Agents and Lendersthe Administrative Lender, each Lender, each of their respective Affiliates, and the each of their respective (including such Affiliates') officers, directors, trustees, partners, employees, agents, attorneys attorneys, shareholders and affiliates consultants (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of Agents and Lenders the conditions set forth herein) of each of the foregoing (collectively called the collectively, "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee Indemnitees shall be designated as a party or a potential party thereto), imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any federal, state state, or foreign lawslocal laws and regulations, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on under common law or at equitable cause cause, or on contract contract, tort or otherwise, that may be imposed onarising from or connected with the past, incurred by, present or asserted against any such Indemniteefuture operations of the Borrower or its predecessors in interest, in any manner relating to or arising out of this Agreement Agreement, the Loan Papers, or any act, event or transaction or alleged act, event or transaction relating or attendant thereto, the making of any participations in the Advances and the management of the Advances, including in connection with, or as a result, in whole or in part, of any negligence of Administrative Lender or any Lender (other Loan Documents than those matters raised exclusively by a participant against the Administrative Lender or any Lender and not the transactions contemplated hereby or thereby (includingBorrower), without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of the Advances hereunder, or in connection with any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use investigation of any potential matter covered hereby, but excluding any claim or liability that arises as the result of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee any Indemnitee, as finally judicially determined by a final judgment of a court of competent jurisdiction. To jurisdiction (collectively, the extent that "Indemnified Matters"). (b) In addition, the undertaking to defendBorrower shall periodically, indemnifyupon request, pay reimburse each Indemnitee for its reasonable legal and hold harmless set forth in other actual expenses (including the preceding sentence may be unenforceable because it is violative cost of any law investigation and preparation) incurred in connection with any Indemnified Matter. If for any reason the foregoing indemnification is unavailable to any Indemnitee or public policyinsufficient to hold any Indemnitee harmless with respect to Indemnified Matters, Company then the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction amount paid or payable by such Indemnitee as a result of all Indemnified Liabilities incurred such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitees or Borrower and the Borrower's stockholders on the one hand and such Indemnitee on the other hand but also the relative fault of the Borrower and such Indemnitee, as well as any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Indemnitee, and shall be binding upon and inure to the benefit of themany successors, assigns, heirs and personal representatives of the Borrower, the Administrative Lender, the Lenders and all other Indemnitees. This Section shall survive any termination of this Agreement and payment of the Obligations.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether (a) Whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, Lender, its Affiliates and its and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities (as hereinafter defined), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Credit Party shall 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, as determined by a court of competent jurisdiction in a final, non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates set forth in this Section 37 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Agents and Lenders (collectively called the "Indemnitees") from and against all Indemnified Liabilities incurred by Indemnitees or any of them. “Indemnified Liabilities” means, collectively, any and all other liabilities, obligations, losses, damages (including natural resource damages), penalties, actionsclaims (including environmental claims), judgmentscosts (including the costs of any investigation, suitsstudy, claimssampling, coststesting, 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, without limitation, including the reasonable 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, 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 (including, without limitation, including securities and commercial laws, statutes, rules or regulations and Environmental Lawsenvironmental laws), 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 (i) this Agreement or the other Loan Transaction Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' including the Lender’s agreement to make the Revolving Loans hereunder or Forbearance Period Advances or the use or intended use of the proceeds thereof, or any enforcement of any of the Loans or Transaction Documents (including the issuance of Letters of Credit hereunder or the use or intended use enforcement of any guaranty of the Letters Obligations)) or (ii) 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 Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Borrower or any of them.its Subsidiaries. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.

Indemnity. In addition (1) The Corporation undertakes to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents and Lenders, each of the Agent and the officersPaying Agents against all losses, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever costs (including, without limitation, the reasonable legal fees and disbursements expenses), expenses, claims, actions or demands which the Agent or any Paying Agent, as the case may be, may reasonably incur or which may be made against the Agent or any Paying Agent, as a result of counsel for such Indemnitees or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of the Agent or any investigativePaying Agent under this Agreement except such as may result from its own gross negligence, administrative bad faith or judicial proceeding commenced failure to comply with its obligations hereunder or threatened by that of its officers, employees or agents. (2) Each of the Agent and the Paying Agents shall severally indemnify and hold harmless the Corporation against any Personloss, whether or not any such Indemnitee shall be designated as a party or a potential party thereto)liability, whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations costs (including, without limitation, securities legal fees and commercial laws, statutes, rules or regulations and Environmental Lawsexpenses), on common law expense, claim, action or equitable cause demand which it may reasonably incur or on contract or otherwise, that which may be imposed onmade against it as a result of such Agent's or Paying Agent's own negligence, incurred by, bad faith or asserted against any such Indemnitee, in any manner relating material failure to or arising out of comply with its obligations under this Agreement or that of its officers, employees or agents. (3) If, under any applicable law and whether pursuant to a judgment being made or registered or in the other Loan Documents liquidation, insolvency or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds analogous process of any of the Loans party hereto or the issuance of Letters of Credit hereunder for any other reason, any payment under or the use in connection with this Agreement is made or intended use of any of the Letters of Credit) fails to be satisfied in a currency (collectively called the "Indemnified LiabilitiesOther Currency"); provided ) other than that Company shall not have any obligation in which the relevant payment is expressed to any Indemnitee hereunder with respect be due (the "Required Currency") under this Agreement, then, to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the payee to defendpurchase the Required Currency with the Other Currency on the date of payment, indemnifyat the rate of exchange as soon thereafter as it is practicable for it to do so or, pay in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the payee falls short of the amount due under the terms of this Agreement, the payor shall, as a separate and independent obligation, indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it payee against the amount of such shortfall. For the purpose of this Clause 26, "rate of exchange" means the rate at which the payee is violative able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themexchange.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company Lessee agrees to defend, indemnify, pay indemnify and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and Lessor against any and all other losses, liabilities, suits, obligations, lossesfines, damages, penalties, actions, judgments, suitspenalties, claims, charges, clean-up costs, remedial actions, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the consultants' fees, 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 whether based on any federal, state or foreign laws, 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, disbursements) that may be imposed on, incurred or paid by, or asserted against Lessor or the Premises by reason of, or in connection with (i) any such Indemniteemisrepresentation, breach of warranty or other default by ▇▇▇▇▇▇ under this Lease; (ii) the acts or omissions of Lessee, any Sublessee or any of their respective employees, agents, contractors, Tenants, licensees or invitees, resulting in the release of any manner relating Hazardous Substances; (iii) any actual or alleged injury, illness, death or damage to any Person resulting from the presence or arising out release of any hazardous substance in, on, or under the Premises, whether or not present at the inception of this Agreement Lease; or (iv) any off-site disposal, handling, treatment, storage, or transportation of any Hazardous Substances, including petroleum products, removed from the other Loan Documents Premises by Lessee or its Sublessees, or their respective Tenants, invitees, contractors or subcontractors. Notwithstanding the transactions contemplated hereby foregoing, Lessee shall have no obligation to defend, indemnify or thereby hold harmless Lessor for any loss, liability, suit, obligation, fine, damage, judgment, penalty, claim, charge, clean-up cost, remedial action, cost or expense (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Creditconsultants’ fees, reasonable attorneys’ fees and disbursements) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative imposed on, incurred or paid by, or asserted against Lessor by reason of, or in connection with (i) any misrepresentation, breach of any law warranty or public policy, Company shall contribute other default by Lessor under this Lease; (ii) the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction acts or omissions of all Indemnified Liabilities incurred by the Indemnitees Lessor or any of themits employees, agents, contractors, licensees or invitees after the date hereof that causes the presence or release of any hazardous substance in, on, or under the Premises. These indemnity provisions shall survive termination or expiration of this Lease.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether Whether or not the transactions contemplated hereby shall be are consummated, Company agrees to defend, indemnify, pay the Borrower shall indemnify and hold harmless Agents the Agent-Related Persons, the Issuing Banks, the Arranger and Lenders, each Bank and the each of their respective officers, directors, trustees, partners, employees, agentscounsel, attorneys agents and affiliates of any of Agents and Lenders attorneys-in-fact (collectively called the each, an "IndemniteesIndemnified Person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits and reasonable (giving due regard to the prevailing circumstances) costs, claims, costscharges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including, without limitationincluding at any time following repayment of the Loans, the reasonable fees termination of the Letters of Credit and disbursements the termination, resignation or replacement of counsel for such Indemnitees in connection with the Agent or replacement of any investigative, administrative Bank 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 whether based on any federal, state or foreign laws, 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 Issuing Bank) be imposed on, incurred by, by or asserted against any such Indemnitee, Person in any manner way relating to or arising out of this Agreement or the other Loan Documents any document contemplated by or referred to herein, or the transactions contemplated hereby hereby, or thereby any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including, without limitation, Lenders' agreement including any Insolvency Proceeding or appellate proceeding) related to make or arising out of this Agreement or the Loans hereunder or Letters of Credit or the use or intended use of the proceeds of thereof, whether or not any of Indemnified Person is a party thereto (all the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called foregoing, collectively, the "Indemnified Liabilities"); provided provided, that Company the Borrower shall not have any no obligation hereunder to any Indemnitee hereunder Indemnified Person with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose resulting solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnified Person. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth The agreements in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company this Section shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the survive payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themother Obligations.

Indemnity. In addition to The Borrower shall indemnify the payment Co-Lead Arrangers and each Secured Party, as well as each Related Party and each assignee of expenses pursuant to subsection 10.2any of the foregoing Persons (each such Person and each such assignee being called an “Indemnitee”) against, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold each Indemnitee harmless Agents from, any and Lendersall losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and all reasonable out-of-pocket expenses and all applicable Taxes (other than Excluded Taxes) to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the officersconsummation of the Transactions or any other transactions thereunder, directors, trustees, partners, employees, agents, attorneys and affiliates (b) any Loan or Letter of Credit or any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind actual or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended proposed use of the proceeds therefrom, including, subject to the terms of this Agreement, any refusal by the Issuing Bank to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Credit Party, or any Environmental Liability related in any way to a Credit Party, (d) any actual or prospective third party claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, or (e) the issuance of Letters of Credit hereunder or the use or intended use enforcement of any Indemnitee’s rights hereunder and any related assessment, investigation, defence, preparation of the Letters of Credit) (collectively called the "Indemnified Liabilities")defence, litigation and enquiries; provided that Company such indemnity shall not have any obligation not, as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extentextent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and only nonappealable judgment to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful wilful misconduct of, or material breach of that Indemnitee as determined by a final judgment of a court of competent jurisdictionthis Agreement, any other Loan Document or any other document, waiver or consent delivered in connection therewith by, such Indemnitee. To The Borrower will have the extent that right, at its expense, to assume the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative defence of any law third party claim, litigation, investigation or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law proceeding relating to the payment and satisfaction of all Indemnified Liabilities incurred foregoing (including settlement on terms approved by the Indemnitees Borrower and Required Lenders, acting reasonably). Any Indemnitee shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Borrower has failed promptly to assume the defence and employ counsel satisfactory to the Administrative Agent, acting reasonably, or any of them.(ii) such Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the Borrower and such Indemnified Person;

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates (a) of any of Agents and Lenders (collectively called the "Indemnitees") from and against country, state or other governmental body or unit, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever tort (including, without limitation, claims arising or imposed under the reasonable fees and disbursements doctrine of counsel strict liability, or for such Indemnitees in connection with or on account of injury to or the death of any investigativePerson (including any Indemnitee), administrative or judicial proceeding commenced property damage), or threatened by any Person, whether or not any such contract claim; provided that no Indemnitee shall be designated as a party indemnified pursuant to this Section 8.1(a) for losses, damages or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from extent caused by the gross negligence or willful misconduct of such Indemnitee. Each Assignor agrees that upon written notice by any Indemnitee as determined by of the assertion of such a final judgment liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgment, the relevant Assignor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify the relevant Assignor of a court any such assertion of competent jurisdiction. To which such Indemnitee has knowledge. (b) Without limiting the application of Section 8.1(a) hereof, each Assignor agrees, jointly and severally, to pay, or reimburse the Collateral Agent for any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent's Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral Agent's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) If and to the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyAssignor under this Section 8.1 are unenforceable for any reason, Company shall contribute such Assignor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law.

Indemnity. In addition to and without limiting any protection of the payment of expenses pursuant to subsection 10.2Subscription Receipt Agent hereunder or otherwise by law, whether or not the transactions contemplated hereby Corporation shall be consummatedat all times indemnify the Subscription Receipt Agent and its affiliates, Company agrees to defend, indemnify, pay their successors and hold harmless Agents and Lendersassigns, and the each of their directors, officers, directorsemployees and agents (collectively, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "IndemniteesIndemnified Parties") and save them harmless from and against any and all other liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, judgmentscauses of action, suits, claimsproceedings, liabilities, damages, costs, taxes, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements of any kind or nature on a solicitor and client basis) whatsoever (arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the reasonable fees Indemnified Parties and disbursements of counsel for such Indemnitees expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any investigativeof them, administrative may suffer or judicial proceeding commenced or threatened by any Personincur, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common at law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemniteein equity, in any manner way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent's duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of this Agreement or any breach by the Corporation. Notwithstanding any other Loan Documents or provision hereof, the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans Corporation agrees that its liability hereunder or the use or intended use shall be absolute and unconditional regardless of the proceeds correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Loans Subscription Receipt Agent and the termination or the issuance discharge of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.

Indemnity. In addition 14.1 Without prejudice to Clause 5.2 (Disclosure of Information), the payment SFM Corporate Services Provider hereby undertakes with each of expenses pursuant to subsection 10.2the Issuer, whether or not Holdings, the transactions contemplated hereby shall be consummatedSellers, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, the Share Trustee and the officersTrustee to hold each of the Issuer, Holdings, the Share Trustee and the Trustee (which in this clause shall include their respective directors, trustees, partners, employees, agents, attorneys company secretary and affiliates of any of Agents officers) fully and Lenders (collectively called the "Indemnitees") effectively indemnified at all times from and against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsexpenses, costs, expenses claims and disbursements charges suffered or incurred by any of them and all liabilities in respect of any kind action, suit, claim or nature whatsoever (includingproceedings which may be brought, without limitationpending or threatened to be brought, whether of a civil, criminal, administrative or investigative nature, against any of them but in each case only to the reasonable fees and disbursements extent arising out of counsel for such Indemnitees or in connection with any investigative, administrative or judicial proceeding commenced or threatened breach 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out the SFM Corporate Services Provider of the terms of this Agreement or resulting from the other Loan Documents gross negligence, bad faith or wilful default on the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use part of the proceeds SFM Corporate Services Provider or any of its SFM Directors, employees, officers or agents. This indemnity is, for the avoidance of doubt, in addition to and without prejudice to any indemnity or other remedy allowed under any applicable law. 14.2 Notwithstanding Clause 18 (Exclusion of Contracts Act), the Appointing Parties shall, from time to time on written demand of the SFM Corporate Services Provider or any of its officers or employees, indemnify and hold harmless the SFM Corporate Services Provider and any SFM Director and any of the Loans directors, officers, employees and agents of the SFM Corporate Services Provider at the time of such demand, against any liabilities, actions, proceedings, claims or demands whatsoever which it or any of them may incur or be subject to in direct or indirect consequence of this Agreement or as a direct or indirect result of the issuance performance of Letters the functions and obligations provided for under this Agreement, except as a result of Credit hereunder a breach by the SFM Corporate Services Provider of this Agreement or as a result of the use gross negligence, bad faith or intended use wilful default on the part of the SFM Corporate Services Provider, any Director, any Issuer Secretary, any Holdings Secretary or any of the Letters directors, officers, employees or agents of Credit) (collectively called the "Indemnified Liabilities"); provided that Company SFM Corporate Services Provider, as the case may be. This indemnity shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities expressly inure to the extentbenefit of any director, officer, employee or agent existing or future of the SFM Corporate Services Provider and only to the extent, benefit of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from substitute of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy SFM Corporate Services Provider under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2Section 11.1 and the indemnification obligations set forth in other portions of this Agreement, the Environmental Indemnification Agreement or the other Loan Documents, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend, indemnify, pay pay, defend and hold harmless Agents and LendersLender, and the its officers, directors, trusteesmembers, partners, shareholders, participants, beneficiaries, trustees, employees, agents, attorneys successors and affiliates assigns, any subsequent holder of the Note, any of Agents trustee, fiscal agent, servicer, underwriter and Lenders placement agent, (collectively called collectively, the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, causes of action, suits, claims, tax liabilities, broker’s or finders fees, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personthreatened, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such that Indemnitee, based upon any third party claims against such Indemnitees in any manner relating related to or arising out of this Agreement (A) any breach by Borrower or Guarantor of any representation, warranty, covenant, or other agreement contained in any of the Loan Documents, (B) the actual or threatened presence, release, disposal, spill, escape, leakage, transportation, migration, seepage, discharge, removal, or cleanup of any Hazardous Material located on, about, within, under, affecting, from or onto the Mortgaged Property or any violation of any applicable Environmental Law by Borrower or the other Loan Documents Mortgaged Property, or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or C) the use or intended use of the proceeds of any of the Loans or Loan (the issuance of Letters of Credit hereunder or foregoing liabilities herein collectively referred to as the use or intended use of any of the Letters of Credit) (collectively called the "“Indemnified Liabilities"”); provided that Company Borrower shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose arising from the gross negligence or willful misconduct of that Indemnitee as determined by in a final judgment of order by a court of competent jurisdiction. Borrower shall be relieved of its obligation under clause (B) of this Section 11.3 with respect to Hazardous Materials first introduced to the Land and Improvements after either (1) the foreclosure of the Mortgage or (2) the delivery by Borrower to, and acceptance by, Lender or its designee of a deed-in-lieu of foreclosure with respect to the Mortgaged Property. To the extent that the undertaking to defend, indemnify, pay pay, defend and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnitee shall, following notice to and consultation with Borrower, have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnitee and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnitee for damage or loss resulting from such Indemnitee’s gross negligence or willful misconduct.

Indemnity. In addition any action, proceeding or claim brought or asserted by a third party, Manager will defend, indemnify and hold Licensee (and any of its Affiliates, their respective directors, trustees, officers, shareholders, employees and agents) harmless from and against any claims, losses, expenses, costs, suits, actions, proceedings, demands or liabilities that are asserted against, or sustained or incurred by them because of Manager’s breach of any material term of this Agreement, or arising from Manager’s failure to act or not act in accordance with Licensee’s reasonable instructions or gross negligence, fraud, or willful misconduct, except to the payment extent caused by Licensee’s breach of expenses pursuant to subsection 10.2any material term of this Agreement, whether gross negligence, fraud or not the transactions contemplated hereby shall be consummated, Company agrees to willful misconduct. Licensee will defend, indemnify, pay and hold harmless Agents Manager (and Lendersany of its Affiliates, and the officers, their respective directors, trustees, partnersofficers, employeesshareholders, employees and agents) harmless, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesclaims, obligationsexpenses, lossescosts, damages, penaltiessuits, actions, judgmentsproceedings, suitsdemands, claimsor liabilities that are asserted against, costsor sustained or incurred by them in connection with the performance of Manager’s duties under this Agreement or otherwise while acting within the scope of the agency established by the parties to this Agreement and in accordance with Section 15.04, expenses and disbursements or in the case of an action, proceeding or claim brought or asserted by a third party against any of them as a result of Licensee’s breach of any kind material term of this Agreement, violation of Legal Requirements, instructions to Manager to act or nature whatsoever (includingnot act with respect to the relevant matter or gross negligence, without limitationfraud or willful misconduct, except to the extent caused by Manager’s breach of any material term of this Agreement, failure to act or not act in accordance with Licensee’s reasonable fees instructions, gross negligence, fraud or willful misconduct. The scope of the foregoing indemnities includes any and disbursements of counsel for such Indemnitees all costs and expenses properly incurred in connection with any investigativeproceedings to defend any indemnified claim, administrative or judicial proceeding commenced to enforce the indemnity, or threatened both. Recovery upon an indemnity contained in this Agreement shall be reduced dollar-for-dollar by any Person, whether or not any such Indemnitee shall be designated as a applicable insurance collected by the indemnified party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to claims covered by such indemnity. The parties obligations under this Section shall survive the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themTermination.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated Borrower hereby shall be consummated, Company indemnifies and agrees to defend, indemnify, pay hold L▇▇▇▇▇ and hold harmless Agents and Lenders, and the each of L▇▇▇▇▇’s respective officers, directors, trusteesAffiliates, partnersattorneys, employeesemployees and agents (individually and collectively, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"“Indemnitee(s)”) from and against any and all liabilities, obligations, losses, damages , penalties, actions, judgments, suits, 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 Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Agency 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 Lender is a party thereto , except to the extent that any of the foregoing arises out of the willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable fees and disbursements of counsel for such counsel) asserted against or incurred by any of the Indemnitees described above in this Section 11.17 by any Person (i) under any Environmental Laws or similar laws by reason of Borrower’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; or (ii) which arise from or relate to any mechanics’ lien or related proceeding relating to the Property or any other actual or alleged failure to pay or perform in connection with the Property. Additionally, if any investigativetaxes (excluding taxes imposed upon or measured solely by the net income of Lender, administrative but including any intangibles taxes, stamp tax, recording tax or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee franchise tax) shall be designated as a party payable by L▇▇▇▇▇ or a potential party thereto), whether direct, indirect Borrower on account of the execution or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred bydelivery of this Agreement, or asserted against any such Indemniteethe execution, in any manner relating to delivery, issuance or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds recording of any of the Loans Other Documents, or the issuance of Letters of Credit hereunder creation or the use or intended use repayment of any of the Letters Obligations hereunder, by reason of Creditany applicable law now or hereafter in effect, Borrower will pay (or will promptly reimburse Lender for payment of) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentall such taxes, including interest and penalties thereon, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay will indemnify and hold the indemnitees described above in this Section 11.17 harmless set forth from and against all liability in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themconnection therewith.

Indemnity. In addition CSI shall, with respect to the payment of expenses pursuant to subsection 10.2representations, whether or not the transactions contemplated hereby shall be consummatedwarranties, Company agrees to defend, covenants and agreements made by it herein indemnify, pay defend and hold harmless Agents the Purchaser and Lenders, and the officers, directors, trusteeshis employees, partners, employees, agents, attorneys counsel and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"each, an “Indemnified Party”) harmless from and against any all liability, loss or damage, together with all reasonable costs and all other liabilitiesexpenses related thereto (including legal and accounting fees and expenses), obligationsarising from the untruth, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements inaccuracy or breach of any kind such representations, warranties, covenants or nature whatsoever (including, without limitation, the reasonable fees and disbursements agreements of counsel for such Indemnitees CSI contained 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or assertion of any claims relating to the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make foregoing. Without limiting the Loans hereunder or the use or intended use generality of the proceeds foregoing, each Indemnified Party shall be deemed to have suffered liability, loss or damage as a result of the untruth, inaccuracy or breach of any such representations, warranties, covenants or agreements if such liability, loss or damage shall be suffered by the Indemnified Party as a result of, or in connection with, such untruth, inaccuracy or breach or any facts or circumstances constituting such untruth, inaccuracy or breach. CSI shall indemnify and hold harmless each Indemnified Party against any losses, claims, damages or liabilities, joint or several, to which any of the Loans foregoing persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any violations by CSI of the issuance Securities Act or state Blue Sky laws applicable to CSI relating to action or inaction required of Letters of Credit hereunder CSI in connection with the Securities Act or the use registration or intended use of qualification under such state Blue Sky laws; and shall reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred by any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have them in connection with investigating or defending any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extentsuch loss, and only to the extent, of any particular liability, obligation, lossclaim, damage, penaltyliability or action; provided, claimhowever, cost, expense or disbursement that arose from no indemnification shall be required hereunder for the gross negligence or willful misconduct of that Indemnitee as determined any Indemnified Party or material breach by a final judgment Purchaser of a court any of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay representations and hold harmless warrants set forth in Section 4 hereof. In case any such action is brought against an Indemnified Party, CSI will be entitled to participate in and assume the preceding sentence may defense thereof with counsel reasonably satisfactory to such Indemnified Party, and after notice from CSI to such Indemnified Party of its election to assume the defense thereof, CSI shall be unenforceable because it is violative of responsible for any law legal or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities other expenses subsequently incurred by the Indemnitees latter in connection with the defense thereof, provided that if any Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to such Indemnified Party that conflict in any material respect with those available to CSI, or that such claims or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided by this Section 8, CSI shall reimburse such Indemnified Party and shall not have the right to assume the defense of such action on behalf of such Indemnified party and CSI shall reimburse each such Indemnified Party and any individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of thembusiness or professional entity (“Person”) controlling such Indemnified Party for that portion of the reasonable fees and expenses of any counsel retained by the Indemnified Party. CSI shall not make any settlement of any claims indemnified against hereunder without the written consent of the Indemnified Party or Parties, which consent shall not be unreasonably withheld. Any claim for indemnification under this Section 8 with respect to representations and warranties must be made not later than the end of the 12-month survival period set forth in Section 9.2.

Indemnity. In addition to Excepting for the payment willful acts or negligence of expenses pursuant to subsection 10.2Landlord, whether or not the transactions contemplated hereby its agents and employees, Tenant indemnifies and shall be consummatedhold Landlord, Company agrees to defendits agents and employees, indemnifyharmless from and defend Landlord, pay and hold harmless Agents and Lendersits agents, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and employees, against any and all other liabilitiesclaims or liability for injury or death to any person or damage to any property whatsoever: (a) either (i) occurring in, obligationson, lossesor about the Premises; or (ii) occurring in, damageson, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of or about any kind or nature whatsoever facilities (including, without limitation, elevators, stairways, passageways or hallways) the reasonable fees use of which Tenant may have in conjunction with other occupants of the Building, when such injury, death or damage shall be caused in part or in whole by the act, neglect or fault of, or omission of any duty with respect to the same by Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees; or (b) arising from any work or thing whatsoever done by or benefiting the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; or (c) arising from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease; or (d) otherwise arising from any act or neglect of the Tenant, or any of its agents, employees, contractors, invitees, licensees, tenants or assignees; and disbursements of from and against all costs, expenses, counsel for such Indemnitees fees, and court costs incurred or assessed 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemniteeall of the foregoing. Furthermore, in case any manner relating action or proceeding be brought against Landlord by reason of any claims or liability, Tenant agrees to cause such action or arising out proceeding to be defended at Tenant's sole expense by counsel reasonably satisfactory to Landlord. The provisions of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder Lease with respect to any Indemnified Liabilities claims or liability occurring or caused prior to any expiration or termination of this Lease shall survive such expiration or termination. Tenant shall give immediate notice to Landlord in case of casualty or accidents in the Premises. The provisions of this paragraph shall survive the expiration or sooner termination of this Lease. Except for the willful acts or negligence of Tenant, its agents, contractors, employees, invitees, licensees, visitors, and customers, Landlord hereby indemnifies and shall hold Tenant harmless from and defend Tenant against any and all claims or liability for injury or death to any person or damage to any property whatsoever arising from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the extent, and only to the extent, terms of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Lease.

Indemnity. In addition The Tenant shall promptly indemnify and save the Landlord harmless from any and all liabilities, damages, costs, expenses, claims, suits or actions arising out of any breach, violation or non-observance by the Tenant of any of its obligations under the Lease; from any damage to property while such property shall be in or about the Leased Premises including but not limited to the payment systems, furnishings and amenities thereof, as a result of expenses pursuant to subsection 10.2the willful or negligent act or omission of the Tenant, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, its employees, agents, attorneys invitees or licensees; and affiliates from any injury to any employee, agent, invitee or licensee, of the Tenant, including but not limited to death resulting at any time therefrom, occurring on or about the Property or Project or any part thereof. The Tenant shall pay all such costs and expenses to the Landlord [Intentionally Deleted] within fifteen (15) days of written demand therefor. Notwithstanding anything else herein contained, this indemnity shall survive the expiry or earlier termination of the Term. The Landlord shall promptly indemnify and save the Tenant harmless from any and all liabilities, damages, costs, expenses, claims, suits or actions arising out of any breach, violation or non-observance by the Landlord of any of Agents its obligations under the Lease; from any damage to property while such property shall be in or about the Property (excluding however the Leased Premises) including but not limited to the systems, furnishings and Lenders amenities thereof, as a result of the willful or negligent act or omission of the Landlord, its employees, agents, invitees or licensees; and from any injury to any employee, agent, invitee or licensee, of the Landlord, including but not limited to death resulting at any time therefrom, occurring on or about the Property or Project or any part thereof (collectively called excluding however the "Indemnitees") from Leased Premises), the whole save and against any and all other except where such liabilities, obligations, losses, damages, penaltiescosts, actions, judgments, suitsexpenses, claims, costssuits or actions in question are insured against or required to be insured against by the Tenant pursuant to the provisions of Section 9.01 of this Lease, expenses in which case the foregoing indemnification by the Landlord shall not apply and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 Landlord will be released from any such Indemnitee shall be designated as a party claims by the Tenant. In the event the foregoing indemnity does apply, where applicable the Landlord shall, at its sole option, either pay all such costs and expenses to the Tenant within fifteen (15) days of written demand therefor or a potential party thereto), whether direct, indirect or consequential deduct the amount of such costs and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted expenses against any such Indemniteeamounts owing or becoming due to the Landlord by the Tenant. Notwithstanding anything else herein contained, in any manner relating to this indemnity shall survive the expiry or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use earlier termination of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themTerm.

Indemnity. (a) In addition to connection with the payment registration of expenses the Registrable Securities pursuant to subsection 10.2Clause 2.2, whether 2.3 or not 2.4 hereof, the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay will indemnify and hold harmless Agents and Lendersharmless, (i) each Selling Holder and the partners (which shall include any partners of the partners), officers, directors, trusteesshareholders, partnersaffiliates, employeeslegal counsel and accountants for each such Selling Holder, agents(ii) any underwriter of such Registrable Securities thereunder and (iii) each person, attorneys and affiliates if any, who controls such seller or underwriter within the meaning of any of Agents and Lenders (collectively called the "Indemnitees") from and Securities Act, against any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable attorneys’ fees and disbursements disbursements) or liabilities (joint, or several), to which such seller, underwriter or controlling person may become subject under the Securities Act, Exchange Act or other federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of counsel for or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Indemnitees Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (c) any violation or alleged violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state law, applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration (each, a “Violation”), and the Company will reimburse each such Selling Holder, partner (including the partners of such partner), officer, director, legal counsel, accountant, underwriter or controlling person for any investigative, administrative legal or judicial proceeding commenced other expenses reasonably incurred by them in connection with investigating or threatened by any Person, whether or not defending any such Indemnitee loss, claim, damage, liability, action, or Violation; provided, however, that the indemnity agreement contained in this Clause 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be designated as a party unreasonably withheld; provided, further, that the Company shall not be liable to any Selling Holder, underwriter or a potential party thereto)controlling person for any such loss, whether directclaim, indirect damage, liability or consequential and whether action to the extent that it arises out of or is based on a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder, underwriter or controlling person expressly as stated in writing for use in connection with such registration. The indemnity provided for in this Clause 2.7(a) shall remain in full force and effect regardless of any federalinvestigation made by or on behalf of such Selling Holder, state underwriter or foreign lawscontrolling person and shall survive transfer of such securities by such Selling Holder. (b) Each Selling Holder will indemnify and hold harmless the Company, statutesits directors, rules each officer who has signed the registration statement, legal counsel and accountants, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter and each person who controls any underwriter, and any other Selling Holder or regulations any of its partners, officers, directors, shareholders or affiliates, or any person who controls such Selling Holder, against all losses, claims, damages, expenses (including, including without limitation, securities reasonable attorneys’ fees and commercial laws, statutes, rules disbursements) or regulations and Environmental Lawsliabilities (joint or several), on common law to which the Company or equitable cause such officer, director, underwriter or on contract or otherwisecontrolling person may become subject under the Securities Act, that may be imposed on, incurred bythe Exchange Act, or asserted against any other federal or state law, insofar as such Indemniteelosses, claims, damages or liabilities (or actions in any manner relating to or arising respect thereof) arise out of this Agreement or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the other Loan Documents registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (b) the transactions contemplated hereby omission or thereby (includingalleged omission to state therein a material fact required to be stated therein, without limitation, Lenders' agreement or necessary to make the Loans hereunder or the use or intended use statements therein not misleading in light of the proceeds circumstances under which they were made; provided, however, that the indemnity agreement contained in this Clause 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company such Selling Shareholder, which consent shall not have be unreasonably withheld; provided, further, that such Selling Holder will be liable hereunder in any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, such case if and only to the extent, of extent that any particular liability, obligation, such loss, damage, penalty, claim, cost, expense damage or disbursement that arose liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Selling Holder expressly as stated in a writing for use in connection with such registration. In no event shall any indemnity under this Clause 2.7(b) exceed the net proceeds from the gross negligence offering received by such Selling Holder. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Clause 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Clause 2.7 if and to the extent the indemnifying party is materially prejudiced by such omission. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense, the indemnifying party shall not be liable to such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or willful misconduct potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of that Indemnitee such action, with the expense and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution to joint liability in any case in which either (i) a claim for indemnification is made pursuant to this Clause 2.7 but it is judicially determined (by the entry of a final judgment of or decree by a court of competent jurisdiction. To jurisdiction and the extent expiration or time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such person seeking indemnity under the terms of this Clause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such person is responsible for the portion represented by the percentage that the undertaking public offering price of the Registrable Securities held by such person and offered by the registration statement bears to defendthe public offering price of all securities offered by such registration statement, indemnifyand the Company is responsible for the remaining portion; provided, pay and hold harmless set forth however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the preceding sentence may meaning of Section 11(f) of the Securities Act) will be unenforceable because it is violative entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation and; provided, further, that in no event shall any contribution under this Clause 2.7(d) on the part of any law or public policy, Company shall contribute seller exceed the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred net proceeds received by the Indemnitees or any of themsuch seller in such offering.

Indemnity. In addition 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 payment “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 expenses pursuant to subsection 10.2the Indemnitees, whether or not the transactions contemplated hereby shall be consummateda lawsuit or other proceeding is filed (collectively “Claims”), Company agrees that arise out of or relate to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the use of Agents and Lenders Licensed Products, (collectively called b) alleged defects or other problems with any of the "Indemnitees"Licensed Products manufactured, sold, distributed or rendered by or on behalf of Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto, (c) from and against any and all other liabilitiesthe research, obligationsdevelopment, lossesmanufacture, damagesuse, penaltiesmarketing, actionsadvertising, judgmentsdistribution, suits, claims, costs, expenses and disbursements sale or importation of any kind Licensed Product by or nature whatsoever on behalf of Licensee or any of its Sublicensees, (includingd) the negligent or willful acts or omissions of Licensee or any of its Sublicensees, without limitation(e) any allegations that 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, the reasonable fees and disbursements manufactured, sold, distributed or rendered by or on behalf of counsel for such Indemnitees Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans or other materials used in connection with any investigativeor to market Licensed Products violate or infringe upon the trademarks, administrative or judicial proceeding commenced or threatened by any Personservice marks, whether or not any such Indemnitee shall be designated as a party or a potential party thereto)trade dress, whether directtrade names, indirect or consequential and whether based on any federalcopyrights, state or foreign patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, statutesrights of publicity, privacy or defamation, or any other intellectual or industrial property right of any third party, (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations regulations, and/or (includingg) the labeling, without limitation, securities and commercial laws, statutes, rules packaging or regulations and Environmental Laws), on common law patent marking of any Licensed Product or equitable cause containers thereof by or on contract behalf of Licensee 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 Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company Sublicensee. Licensee shall not have enter into any obligation to any Indemnitee hereunder 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 Indemnified Liabilities such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the extentright, but not the obligation, to defend themselves, and only in that case, [***]. This indemnity shall [***] of Licensee to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themIndemnitees.

Indemnity. In addition 1.1 Subject to Clauses 1.2 and 6.1 of this Deed, the Company shall, to the payment 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 expenses pursuant to subsection 10.2all claims, actions and proceedings, whether civil, criminal or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lendersregulatory (“Claims”), and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actionsliabilities, judgmentscompensation or other awards arising in connection with any such Claims (“Losses”), suitswhether instigated, claimsimposed 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) any liability incurred by the Indemnified Person to the Company or any associated company (as defined in section 256 of the Companies Act) (“Associated Company”); or (b) any liability incurred by the Indemnified Person to 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 Indemnified Person with any requirement of a regulatory nature (however arising); or (c) any liability incurred by the Indemnified Person: (i) in defending any criminal proceedings in which such Indemnified Person is convicted; (ii) in defending any civil proceedings brought by the Company, or an Associated Company, in 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 generality of 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 and disbursements of any kind reasonably incurred or nature whatsoever to be incurred: (a) in defending Claims including, without limitation, Claims brought by, or at the reasonable fees request of, the Company or any Associated Company and disbursements any investigation into the affairs of counsel for such Indemnitees the Company or any Associated Company by any judicial, governmental, regulatory or other body; or (b) in connection with any investigativeapplication under section 661(3) or (4) or section 1157 of the Companies Act, administrative or judicial proceeding commenced or threatened by any Personprovided that, whether or not in accordance with section 205 of the Companies Act, the Indemnified Person agrees that any such Indemnitee 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 conviction, judgment or refusal of relief being ‘final’ shall be designated as a party or a potential party thereto), whether direct, indirect or consequential construed in accordance with sections 205(3) and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use 4) of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themCompanies Act.

Indemnity. In addition to the payment of any expenses pursuant to subsection 10.2Section 8.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company each Borrower agrees to indemnify, exonerate, defend, indemnifypay, pay and hold harmless Agents and Lenders, the Agent-Related Persons and the officersLender-Related Persons (collectively, directors, trustees, partners, employees, agents, attorneys the “Indemnitees” and affiliates of any of Agents and Lenders (collectively called the "Indemnitees"individually as “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or any such Indemniteeother Person), in any manner relating to or arising out of this Agreement or the other Loan Documents or Documents, the transactions contemplated hereby or thereby (includingRevolver Commitments, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any the Loans, or the consummation of the Loans transactions contemplated by this Agreement, including any matter relating to or arising out of the issuance of Letters of Credit hereunder filing or the use or intended use recordation of any of the Letters of Credit) Loan Documents which filing or recordation is done based upon information supplied by a Borrower to Agent and its counsel (collectively called the "“Indemnified Liabilities"”); provided provided, that Company no Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose arising from the gross negligence or willful misconduct of that any such Indemnitee as determined by a final judgment of a court of competent jurisdictionjurisdiction in a final judgment. 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 the Borrowers will resist and defend such action, 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 defend, indemnify, pay pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company each Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by that is permissible under applicable law. The obligations of the Indemnitees or any Borrowers under this Section 8.2 shall survive the termination of themthis Agreement and the discharge of the Borrowers’ other obligations hereunder.

Indemnity. In addition To the fullest extent permitted by law, Tenant shall, at Tenant’s sole cost and expense, Indemnify Landlord Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises; (ii) any 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 occupancy, or manner of use or occupancy, or conduct or management of the Premises or of any business therein; (iv) subject to the payment waiver of expenses pursuant to subsection 10.2subrogation provisions of this Lease, whether any act, error, omission or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates negligence of any of Agents and Lenders the Tenant Parties in, on or about the Premises or the Development; (collectively called v) the "Indemnitees"conduct of Tenant’s business; (vi) from and against any and all other liabilitiesalterations, obligationsactivities, losseswork or things done, damagesomitted, penaltiespermitted or allowed by Tenant Parties in, actionsat or about the Premises or Development, judgmentsincluding the violation of or failure to comply with, suits, claims, costs, expenses and disbursements or the alleged violation of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection alleged failure to comply 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 whether based on any federal, state or foreign applicable laws, statutes, rules ordinances, standards, rules, regulations, orders, or regulations 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 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; (viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant Party in the Premises including, without limitationbut not limited to, securities and commercial laws, statutes, rules any claims by another tenant resulting from a delay by Landlord in delivering possession of the Premises to such tenant; (ix) any liens or regulations and Environmental Laws), 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 encumbrances arising out of this Agreement any work performed or the materials furnished by or for Tenant; (x) commissions or other Loan Documents compensation or the transactions contemplated hereby charges claimed by any real estate broker or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder agent with respect to this Lease by, through or, under Tenant or, (xi) any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionmatter enumerated in Paragraph 13(b) below. To the fullest extent that permitted by law, Landlord shall, at Landlord’s sole cost and expense, Indemnify Tenant Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the undertaking remainder of the Development other than the Premises; (ii) any Bodily Injury to defend, indemnify, pay an employee of a Landlord Party arising out of and hold harmless set forth in the preceding sentence may be unenforceable because it is violative course of employment of the employee and occurring anywhere in the Development outside the Premises; (iii) any breach, violation or nonperformance of any law term, condition, covenant or public policyother obligation of Landlord under this Lease; (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 this Lease by, Company shall contribute the maximum portion that it is permitted to pay and satisfy through or, under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themLandlord.

Indemnity. In addition The Lessees each agree to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents and Lendersthe Series 2011-2 Letter of Credit Provider and, and the in their capacities as such, officers, directors, trusteesshareholders, partnersaffiliates, controlling persons, employees, agentsagents and servants of the Series 2011-2 Letter of Credit Provider, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, claims, costs, costs or expenses and disbursements 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 kind or nature Person whatsoever (including, without limitation, the including reasonable fees and disbursements expenses of counsel for such Indemnitees counsel) in each case arising out of or by reason of or in connection with, or in connection with the preparation of a defense of, any investigativeinvestigation, administrative litigation or judicial proceeding commenced or threatened by any Personarising out of, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out in connection with the execution and delivery of, or payment of any 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 other Loan Documents Lessees in connection herewith or the therewith, or any transactions contemplated hereby or thereby (includingwhether or not consummated), without limitation, Lenders' agreement to make the Loans hereunder or the use any inaccuracies or intended use of the proceeds alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Loans Lessees contained or incorporated by reference in any Related Document or the issuance of Letters of Credit hereunder omission or the use or intended use of alleged omission by any of the Letters Lessees to state therein a material fact necessary to make such statements, in the light of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall circumstances under which they are or were made, not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities misleading, except to the extentextent that such claim, and only to the extent, of any particular liability, obligationdamage, loss, damageliability, penalty, claim, cost, cost or expense is caused by the willful misconduct or disbursement that arose from the gross negligence of the Series 2011-2 Letter of Credit Provider or willful misconduct a breach by the Series 2011-2 Letter of that Indemnitee Credit Provider (or its agents or employees or any other 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. To , and provided that any such Lessee shall be required to indemnify the extent that the undertaking to defendSeries 2011-2 Letter of Credit Provider, indemnifyin connection with prosecuting or defending any such claims, pay for reasonable attorneys’ fees and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themexpenses.

Indemnity. In 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 (and shall include the partners of any such affiliates) (the “Indemnified Parties”) for themselves and on trust for each of the other Indemnified Parties, to indemnify, hold harmless and keep fully indemnified, on demand, each of the Indemnified Parties (on an after-Taxation basis) against all or any costs, expenses (including legal fees), fees, claims, claims, actions, liabilities, 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, actions, liabilities, demands, proceedings or judgments (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 the Indemnified Parties or by any governmental agency, regulatory body or other person (the “Losses”) directly or indirectly arising out of or in connection with or based on any breach or alleged breach of any of the representations, warranties and undertakings contained in this Agreement. 7.2 The indemnities contained in Clause 7.1 shall remain in full force and effect notwithstanding completion of each of the Subscription in accordance with the terms and conditions herein contained, shall be in addition to any liability which the payment Company may have and shall extend to include all costs, charges and expenses which the Subscriber and/or any of expenses 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 subsection 10.2this Clause 7 in respect of any 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 transactions contemplated hereby shall be consummatedIndemnified Parties are actual or potential parties to such claim or action) unless such settlement, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates compromise or consent includes an unconditional release of any of Agents and Lenders (collectively called the "Indemnitees") each Indemnified Party from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or liability arising out of this Agreement such claim, action, suit or proceeding. 7.3 If the other Loan Documents Subscriber becomes aware of any claim which is relevant for the purposes of Clause 7.1, it will as soon as reasonably practicable give notice in writing thereof to the Company and will consult with the Company and, subject to being indemnified against any additional or increased expenses it may suffer or incur as a result of so doing, give full consideration to the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use views of the proceeds 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 on the Closing Date do or omit to do anything which would cause any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation representations, warranties and undertakings set out in Clause 6 to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themuntrue.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2Tenant shall indemnify, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnifyprotect, pay hold harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and hold harmless Agents and Lendersin writing), defend Landlord, Landlord's Agents, and the Landlord's officers, directors, trusteesshareholders, partners, employees, agentscontractors, attorneys property managers, agents and affiliates of any of Agents mortgagees and Lenders (collectively called the "Indemnitees") other lien holders, from and against any and all Losses (as defined below), whenever such Losses arise, arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant's Parties of any of the requirements, ordinances, statutes, regulations or other liabilitieslaws referred to in this PARAGRAPH 11.B, obligationsincluding, losseswithout limitation, damagesthe Environmental Laws, penaltieswhether such violation or alleged violation occurred prior to (but only to the extent that such violation or alleged violation arises from Tenant's early occupancy of the Premises pursuant to PARAGRAPH 40 below), on, or after the Commencement Date; (b) any breach of the provisions of this PARAGRAPH 11.B by Tenant or any of Tenant's Parties; or (c) any Hazardous Use on, about or from the Premises by Tenant or any of Tenant's Parties of any 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, suitsdamages (whether consequential, claimsdirect or indirect, costsknown or unknown, expenses foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and disbursements of any kind or nature whatsoever (including, without limitation, property damage, diminution in value of Landlord's interest in the reasonable fees and disbursements Premises, damages for the loss 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 whether based restriction on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any 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 Letters costs of Credit) (collectively called the "Indemnified Liabilities"); provided cleanup, remediation, removal and restoration, that Company shall not have are in any obligation way related to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred matter covered by the Indemnitees or any of themforegoing indemnity.

Indemnity. Tenant hereby releases all Indemnified Parties, and shall indemnify, protect, defend and hold the Indemnified Parties harmless from any and all claims, judgments, damages, liabilities, losses, sums paid in settlement of claims, costs and expenses (including, but not limited to, reasonable attorneys’ fees and litigation costs), obligations, liens and causes of action, whether threatened or actual, direct or indirect (collectively, “Claims”), which arise in any way, directly or indirectly, resulting from or in connection with, in whole or in part, Tenant’s or Tenant’s Parties’ activities in, on or about the Premises or Project, including, without limitation, Tenant’s breach or default of any obligation of Tenant to be performed under the terms of this Lease, the conduct of Tenant’s business, the nonobservance or nonperformance of any law, ordinance or regulation or the negligence or misconduct of Tenant or Tenant’s Parties, the buildings and improvements located on the Project becoming out of repair, the leakage of gas, oil, water, steam or electricity emanating from their usual conduits, or due to any cause whatsoever; except injury to persons or damage to property the sole cause of which is the active, gross negligence or willful misconduct of Landlord, or the wrongful failure of Landlord to repair any part of the Project which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Landlord shall not be liable to Tenant for any damages arising from any act, omission or neglect of any other tenant in the Project. Tenant acknowledges and agrees that notwithstanding anything to the contrary contained in this Lease, all property stored or placed by Tenant or Tenant’s Parties (or anyone claiming by, through or under Tenant or Tenant’s Parties), in or about the Premises or Project will be so stored or placed at the sole risk of Tenant and in no event shall Landlord be liable to Tenant or any other party for any loss, theft, damage, or destruction to such property. In addition to the payment of expenses pursuant to subsection 10.2indemnity set forth above, whether or not the transactions contemplated ▇▇▇▇▇▇ hereby shall be consummated, Company agrees to defend, indemnify, pay defend and hold Landlord harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesClaims that arise from, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of or are in any kind or nature whatsoever (including, without limitationway related to, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeloss, 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, losstheft, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative destruction of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch property.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether Whether or not the transactions contemplated hereby shall be are consummated, Company agrees the Credit Parties, jointly and severally, agree to defend, indemnify, pay and hold harmless Agents each Lending Party and Lendersany subsequent holder of any of the Notes or any other Obligation, and the each of such Person’s officers, directors, trustees, partners, employees, agentsattorneys, attorneys agents and affiliates of any of Agents and Lenders Affiliates (collectively called collectively, the "“Indemnitees"”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees Indemnitee and the allocated cost of internal legal staff) in connection with any claim, investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of any Credit Party, and the expenses of investigation by experts, engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by any Lending Party) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a party result of or a potential party thereto), whether direct, indirect in connection with the transactions contemplated hereby or consequential and whether based on any federal, state by the Loan Documents or foreign laws, statutes, rules or regulations the other Related Transactions Documents (including, without limitation, securities and commercial laws, statutes, rules (i)(A) as a direct or regulations and Environmental Laws), indirect result of the presence on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byunder, or asserted against Release from, any such IndemniteeReal Property now or previously owned, in leased or operated by any manner relating to Credit Party of any Hazardous Materials or any Hazardous Materials contamination, (B) arising out of this Agreement or relating to the offsite disposal of any Hazardous Materials generated or present on any such Real Property or (C) arising out of or resulting from the environmental condition of any such Real Property or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds 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 the Loans or the issuance of Letters any Credit Party, and (ii) proposed and actual Extensions of Credit hereunder or under this Agreement) and the use or intended use of any Extension of Credit or the Letters of Credit) (collectively called proceeds thereof, except that the "Indemnified Liabilities"); provided that Company Credit Parties shall not have any no obligation hereunder to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose liability resulting solely from the gross negligence or willful misconduct of that such Indemnitee as finally determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the immediately preceding sentence may be unenforceable because it is violative of any law or public policyunenforceable, Company each Credit Party shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law Applicable Law to the payment and satisfaction of all Indemnified Liabilities 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 Credit Party hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any Indemnitee, except to the extent that such items are finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnitee.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company The Borrower agrees to defend, indemnifyprotect, pay indemnify and hold harmless Agents the Lender and Lenders, each and the all of its officers, directors, trustees, partners, employees, agentsattorneys, attorneys affiliates, and affiliates of any of Agents and Lenders agents (collectively called the "Indemnitees"“Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee the Indemnified Parties shall be designated as by a party thereto, or a potential party theretootherwise), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 which may be imposed on, incurred by, or asserted against any such IndemniteeIndemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of any of the Loans or Loan hereunder; provided, that the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company Borrower shall not have any obligation to any Indemnitee Indemnified Party hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense matters caused by or disbursement that arose resulting from the willful misconduct or gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnified Party. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral and the Real Property. The provisions of themand undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.29.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents Administrative Agent and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys agents and affiliates of any of Agents Administrative Agent and Lenders (collectively called the "IndemniteesINDEMNITIES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, including without limitation, limitation the reasonable fees and disbursements of counsel for such Indemnitees 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 whether based on any federal, state or foreign laws, statutes, rules or regulations (including, including without limitation, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, including without limitation, limitation Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans Loans) or the issuance of Letters of Credit hereunder or statements contained in the use or intended use of commitment letter delivered by any of the Letters of Credit) Lender to Company with respect thereto (collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Indemnities or any of them.

Indemnity. In addition 16.1 The Corporation and its subsidiaries or affiliated companies, as the case may be, (collectively, the "Indemnitor") hereby agree to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay indemnify and hold harmless Agents the Agent, each of its subsidiaries and Lendersaffiliates, and the each of its directors, officers, directors, trustees, partners, employees, agents, attorneys employees and affiliates of any of Agents and Lenders agents (collectively called hereinafter referred to as the "IndemniteesPersonnel") harmless from and against any and all expenses, losses (other liabilitiesthan loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damageswhether joint or several, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements expenses 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 whether based on any federal, state or foreign laws, 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 otherwisetheir counsel, that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, 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 asserted against 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 Indemniteeactions, 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 manner relating fraudulent act in the course of such performance; and (b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or arising out of this Agreement or fraud referred to in (a). 16.2 Without limiting the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use generality of the proceeds foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent. If for any reason (other than the occurrence of any of the Loans events itemized in 1 6 . 1 (a) and 1 6 . 1 (b) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the issuance Agent or any Personnel harmless as a result of Letters 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 Credit hereunder the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the use lndemnitor shall in any event contribute to the amount paid or intended use 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 entity shall investigate the lndemnitor, the Agent, and/or any of the Letters 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 Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities performance of professional services rendered to the extentIndemnitor, the Agent shall have the right to employ their own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and only the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the extent, Agent for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their respective Personnel in connection therewith shall be paid by the Indemnitor as they occur. 16.4 Promptly after receipt of notice of the commencement of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from legal proceeding against the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Agent or any of themthe 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 (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 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 settlement of any such legal proceeding unless it has consented in writing to 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 Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel. The foregoing provisions shall survive the completion of professional service rendered under this Agreement.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2Tenant hereby indemnifies Landlord, whether or not the transactions contemplated hereby shall be consummatedL▇▇▇▇▇▇▇’s Employees and their respective successors, Company agrees to defendassigns, indemnify, pay and hold harmless Agents and Lenders, and the officerspartners, directors, trusteesofficers, partnersshareholders, employees, agents, lenders, ground lessors and attorneys (collectively, the “Indemnified Parties”) and affiliates of any of Agents shall forever save and Lenders (collectively called hold the "Indemnitees") Indemnified Parties harmless, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliens, claims, costsliabilities, expenses and disbursements of any kind or nature whatsoever costs (including, without limitationbut not limited, the reasonable to all attorneys’ and other professional fees and disbursements expenses), actions and causes of counsel for such Indemnitees action, threatened or actual, which Landlord may suffer or incur arising out of or in connection with Tenant’s and Tenant’s Employees actions and omissions relating to this Lease, including without limitation the use by Tenant and T▇▇▇▇▇’s Employees of the Premises, the conduct of Tenant’s business, any investigativeactivity, administrative work or judicial proceeding commenced things done, permitted or threatened suffered by Tenant in or about the Premises or the Project, Tenant’s or Tenant’s Employees’ failure to comply with 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 whether based on any federal, state or foreign laws, 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 imposed on, incurred byapplicable Law, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee Tenant or any of Tenant’s Employees. In case of any claim, demand, action or cause of action, threatened or actual, against Landlord, upon notice from the Indemnified Parties, Tenant shall defend the Indemnified Parties at T▇▇▇▇▇’s expense by counsel reasonably satisfactory to the Indemnified Parties. If Tenant does not provide such a defense against any and all claims, demands, actions or causes of action, threatened or actual, then Tenant shall, in addition to the above, pay the Indemnified Parties the expenses and costs incurred by the Indemnified Parties in providing and preparing such defense, and T▇▇▇▇▇ agrees to cooperate with the Indemnified Parties in such defense, including, but not limited to, the providing of affidavits and testimony upon request of the Indemnified Parties. Notwithstanding any other provisions of this Lease to the contrary, in compliance with RCW Title 4.24.115 as determined in effect on the date of this Lease, all provisions of this Lease pursuant to which a party (the “Indemnitor”) agrees to indemnify the other (the “Indemnitee”) against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate, including the Premises, (i) shall not apply to damages caused by a final judgment or resulting from the sole negligence of a court of competent jurisdiction. To the Indemnitee, its agents or employees, and (ii) to the extent that caused by or resulting from the undertaking concurrent negligence of (a) the Indemnitee or the Indemnitee’s agents or employees, and (b) the Indemnitor or the Indemnitor’s agents or employees, shall apply only to defendthe extent of the Indemnitor’s negligence; provided, indemnifyhowever, pay and hold harmless the limitations on indemnity set forth in the preceding sentence may this Section 8.5 shall automatically and without further act be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted deemed amended so as to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or remove any of themthe restrictions contained in this Section 8.5 no longer required by then applicable law.

Indemnity. In addition The Secured Parties agree promptly to indemnify and hold the Collateral Agent harmless (to the payment extent not promptly paid or reimbursed by the Borrower in accordance with the Transaction Documents or otherwise, or from the proceeds of expenses pursuant to subsection 10.2the Collateral), whether or not ratably in accordance with the transactions contemplated hereby shall be consummatedsum of (a) the aggregate outstanding principal amount of the Loans, Company agrees to defendthe Chase Loans and the Notes, indemnify(b) the aggregate outstanding LC Exposure under the Secured LCs, pay and hold harmless Agents and Lenders(c) the maximum amount of the Secured Metal Obligations if the Scotiabank Metal Agreement was terminated at such time, and (d) the officersmaximum aggregate amount (giving effect to any netting agreements) that the Borrower and its Subsidiaries would be required to pay if all of the Secured Hedging Agreements were terminated at such time, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against for any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of any Collateral Document or the transactions contemplated thereby (including, without limitation, the reasonable fees costs and disbursements of counsel for such Indemnitees in connection with expenses which the Borrower is obligated to pay the Collateral Agent under 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 whether based on any federal, state or foreign laws, 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 Collateral Document 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 Agreement ) or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds enforcement of any of the Loans terms hereof or of the issuance of Letters of Credit hereunder or the use or intended use of Collateral Documents, provided that no Secured Party shall be liable for any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities foregoing to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose extent they arise from the Collateral Agent's gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themmisconduct.

Indemnity. In addition 10.1 Without prejudice to any other remedy available to the payment of expenses pursuant Purchaser or its ability to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable 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 whether based claim damages on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating basis which is available to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds it by reason of any of the Loans Warranties being untrue, misleading, incomplete or breached each Seller shall, at the issuance direction of Letters the Purchaser, indemnify the Purchaser, Flagship and/or Snoline or (in the case of Credit hereunder liability to another person which has not been discharged) the person to whom the liability has been incurred, including officers, employees and agents (each, a Beneficiary), against: (a) any deficiency or liability of the use Beneficiary, including liabilities of any nature, payments, losses (including minusvalenze), damages, obligations, claims, expenses and any other costs (including labour, social security, environmental, tax, product or intended use of third party liability), whether accrued, contingent or otherwise, which arises from any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall Warranties being untrue, misleading, incomplete or breached and which would not have existed or arisen if the Warranty in question had not been untrue, misleading, incomplete or breached; (b) any default by the Sellers under any obligation under this agreement; (c) any overstatement of an asset (insussistenze o minusvalenze di poste attive) or understatement of a liability (passività attuali o potenziali), whether accrued, contingent or otherwise, which should have been recorded in Flagship’s and/or Snoline’s Accounts and have not been so recorded; and (d) any costs and damages, including a loss in value of the Shares suffered as a result of the above. 10.2 The liability of the Sellers under this clause shall be subject to the limitations contained in, and to the other provisions of, the schedule headed “Limits on Liability” and any Claim shall be subject to the provisions of that schedule. 10.3 Any payment made by the Sellers under this clause shall, to the extent possible, be deemed to be a reduction in the Purchase Price for the sale of the Flagship Shares. 10.4 Without prejudice to any Indemnitee hereunder with other rights or remedies available to it, the Purchaser, after full enforcement of the First Demand Bank Guarantee, may deduct from any amount payable by it under this agreement (if any) or under any other agreement executed pursuant to this agreement any sum due to it under this agreement (including in respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liabilitybreach of the obligations, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from Warranties and undertakings on the gross negligence or willful misconduct part of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themSellers).

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defenddefend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless Agents Administrative 128 Agent and Lenders, and the officers, directors, trusteesemployees, partners, employeescounsel, agents, attorneys representatives, advisors and affiliates of any of Agents Administrative Agent and Lenders (collectively called the "IndemniteesINDEMNITEES") ), from and against any and all other Indemnified Liabilities (as hereinafter defined); PROVIDED that Borrower 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 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, judgments, suits, claimsclaims (including Environmental Claims and the Released Matters), costscosts (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any o▇ ▇▇▇ kind or nature whatsoever (including, without limitation, including the reasonable 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, 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 (including, without limitation, including 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the Transactions or the transactions contemplated hereby or thereby (including, without limitation, including Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, or any enforcement of any of the Letters Loan Documents (including any sale of, collection from, or other realization upon any of Creditthe Collateral or the enforcement of the Subsidiary Guaranty), (ii) (collectively called the "Indemnified Liabilities"); provided that Company shall not have statements contained in the commitment letter delivered by any obligation Lender to any Indemnitee hereunder Borrower or Administrative Agent with respect thereto, (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any Indemnified Liabilities to the extentpast or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries, and only to (iv) Administrative Agent's acceptance of an assignment of the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionExisting Florida Mortgage. To the extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this subsection 10.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, Company Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company The Borrower further agrees to defend, protect, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Personproceeding, whether or not any such Indemnitee the Indemnified Parties shall be designated as a party or a potential party thereto), imposed on, incurred by or asserted against the Indemnified Parties (whether direct, indirect or consequential and whether based on any federalFederal or state Laws or other statutory regulations, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial lawslaws and regulations, statutes, rules or regulations and Environmental Laws), on under common law or at equitable cause cause, or on contract or otherwise, that may be imposed onincluding any liability and costs under Federal, incurred bystate or local environmental, health or safety laws, regulations, or asserted against common law principles, arising from or in connection with the past, present or future environmental condition of the Property, the presence of asbestos-containing materials at the Property, or the Release or threatened Release of any such Indemnitee, Environmental Concern Material into the Environment from the Property) in any manner relating to or arising out the conduct of this Agreement or the other Loan Documents or business of the transactions contemplated hereby or thereby (includingBorrower, without limitation, Lenders' agreement to make the Loans hereunder its Subsidiaries and/or its Affiliates or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called collectively, the "Indemnified LiabilitiesMatters"); provided provided, however, that Company the Borrower shall not have any obligation to any Indemnitee an Indemnified Party hereunder with respect to (a) matters for which such Indemnified Party has been compensated pursuant to or for which an exemption is provided in Section 2.06 and Section 2.07 hereof or any other provision of this Loan Agreement and (b) Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense Matters caused by or disbursement that arose resulting from the willful misconduct or gross negligence or willful misconduct of that Indemnitee Indemnified Party, as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company the Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities Matters incurred by the Indemnitees or any of themIndemnified Parties.

Indemnity. In addition to (a) The Borrower shall indemnify each Credit Party, each of the payment of expenses pursuant to subsection 10.2Joint Bookrunners and Joint Lead Arrangers named on the cover page hereof, whether or not the transactions contemplated hereby shall be consummatedand each Related Party thereof (each such Person being called an “Indemnified Person”) against, Company agrees to defend, indemnify, pay and hold each Indemnified Person harmless Agents and Lendersfrom, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the reasonable fees, judgments, suits, claims, costs, expenses charges and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Indemnified Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, by or asserted against any such IndemniteeIndemnified Person arising out of, in connection with, or as a result of (1) the execution or delivery of any manner relating Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to or arising out the Loan Documents of this Agreement their respective obligations thereunder or the other Loan Documents or consummation of the transactions contemplated hereby or thereby any other transactions contemplated thereby, (including, without limitation, Lenders' agreement to make the Loans hereunder 1) any Loan or Letter of Credit or the use or intended use of the proceeds thereof, (1) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loans Subsidiaries, or any Environmental Liability related in any way to the issuance of Letters of Credit hereunder Borrower or the use or intended use of any of the Letters Subsidiaries or (1) any actual or prospective claim, litigation, investigation or proceeding relating to any of Credit) (collectively called the "foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Liabilities"); Person is a party thereto, provided that Company such indemnity shall not have any obligation to any Indemnitee hereunder with respect not, as to any Indemnified Liabilities Person, be available to the extentextent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and only nonappealable judgment to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose have resulted primarily from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment such Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of a court this Section 11.10 to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of competent jurisdiction. such taxes. (b) To the extent that the undertaking Borrower fails to defendpromptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted each Lender severally agrees to pay and satisfy under applicable law to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of which is the sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment and satisfaction of all Indemnified Liabilities is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Indemnitees Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 11.10 shall survive the termination of the Commitments and the payment of the Loans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of themCredit or the use of the proceeds thereof.

Indemnity. In addition (a) Seller's Indemnification to the payment of expenses pursuant Purchase. Subject to subsection 10.2Section 6.01(b) ------------------------------------ and (d) hereof, whether or not the transactions contemplated hereby shall Seller and Corporation to be consummated, Company agrees Sold agree to defend, indemnify, pay indemnity and hold harmless Agents Purchaser and Lenders, Purchaser's officers and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders directors (collectively called the "Purchaser Indemnitees") harmless from and against any and all other liabilitiesactual damages, losses, liabilities (joint or several), payments, obligations, losses, damages, penalties, actionsclaims, litigation, demands, defenses, judgments, suits, claimsproceedings, costs, disbursements or expenses (including without limitation, fees, disbursements and disbursements expenses of attorneys, accountants and other professional advisors and of expert witnesses and costs of investigation and preparation) of any kind or nature whatsoever (including, without limitation, the reasonable 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 theretocollectively "Damages"), whether directresulting from, indirect or consequential and whether based on any federal, state or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of. (1) any breach of or inaccuracy in any representation or warranty of Seller contained in Section 2.01 of this Agreement or a representation or warranty contained in any Operative Document; (2) any breach or non-performance, partial or total, by either Seller or Corporation to be Sold of any covenant or agreement of Seller (or any affiliate or subsidiary thereof) contained in this Agreement or in any Operative Document; (3) any actual violation of or non-compliance with, or remedial obligation arising under, any Environmental Laws arising from any event, condition, circumstance, activity, practice, incident, action or plan existing or occurring prior to the other Loan Documents Effective Time of Closing relating in any way to the assets or the transactions contemplated hereby business of Corporation to be Sold (including without limitation the ownership, operation or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds Assets and the conduct of the business of Corporation to be Sold prior to the Effective Time of Closing; the products manufactured or sold by Corporation to be Sold prior to the Effective Time of Closing; the presence of any Materials of Environmental Concern other than in compliance with Environmental Laws on, in, under or affecting all or any portion of Corporation to be Sold's properties or any surrounding areas, and any Release or threatened Release with respect to such underground storage tanks or Materials of Environmental Concern; and the storage, disposal or treatment, or transportation for storage, disposal or treatment, of Materials of Environmental Concern; but excluding any violation of or non-compliance with, or remedial --------- obligation arising under, any Environmental Laws that is attributable to a change by Purchaser in the structure, use or condition of any of the Loans Assets after the Effective Time of Closing). "Materials of Environmental Concern" as used herein means any solid or the issuance hazardous waste, hazardous substance, pollutant, contaminant, oil, petroleum product, commercial product or other substance (x) which is listed, regulated or designated as toxic or hazardous (or words of Letters of Credit hereunder similar meaning and regulatory effect), or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence which remedial obligations may be unenforceable because it is violative of imposed, under any law Environmental Laws or public policy, Company shall contribute the maximum portion that it is permitted (y) exposure to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees which may pose a health or any of them.safety hazard;

Indemnity. a) In addition any threatened, pending or completed action, suit, or proceeding to the payment of expenses pursuant to subsection 10.2which Sub-Adviser, whether or not the transactions contemplated hereby shall be consummatedits members, Company agrees to defend, indemnify, pay and hold harmless Agents and Lenders, and the officers, directors, trusteesemployees or associated persons (collectively, partners“its affiliates”) was or is a party or is threatened to be made a party by reason of the fact that Sub-Adviser is or was an investment sub-adviser of a Fund or otherwise, employeesthe Fund and the Manager, agentsjointly and severally, attorneys shall indemnify and hold harmless, subject to subsection (d) below, Sub-Adviser and its affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all other liabilitiesloss, obligationsliability, lossesdamage, damages, penalties, actions, judgments, suits, claims, costscost, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable including attorneys’ fees and disbursements of counsel for such Indemnitees accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates in connection with any investigativeaction, suit or proceeding if Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Fund, and provided that its conduct does not constitute willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Sub-Adviser did not act in good faith or in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. b) Expenses incurred in defending a threatened or pending civil, administrative or judicial criminal action, suit or proceeding commenced against Sub-Adviser or threatened its affiliates may, in the sole discretion of Manager, be paid by a Fund in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund in the event indemnification is not permitted under this Section 7. c) Sub-Adviser agrees to indemnify, defend and hold harmless the Funds, Manager and its affiliates (as defined above) against any Personloss, whether or not any such Indemnitee shall be designated as a party or a potential party theretoliability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), whether direct, indirect judgments and amounts paid in settlement actually and reasonably incurred by it or consequential and whether based on its affiliates by reason of any federal, state act or foreign laws, 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner omission of Sub-Adviser relating to a Fund (including costs and expenses of investigating and defending any claims, demand or arising out suit and attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, bad faith or gross negligence on the other Loan Documents part of Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. d) Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, specific case and only to upon a determination by independent legal counsel in a written opinion that indemnification is proper in the extentcircumstances because the party claiming indemnification (the “Indemnitee”) has met the applicable standard of conduct set forth in subsection (a) or (c), of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from as the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictioncase may be. To the extent that the undertaking Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to defendin subsection (a) or (c) above, indemnifyor in defense of any claim, pay issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the Indemnitee or its affiliates against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred by it or its affiliates in connection therewith. e) In the event that any claim, dispute or litigation arises between Sub-Adviser and any party other than a Fund or Manager, which claim, dispute or litigation is unrelated to the Fund’s business, and if a Fund or Manager are made a party to such claim, dispute or litigation by such other party, Sub-Adviser shall defend any actions brought in connection therewith on behalf of the Fund and/or Manager each of whom agree to cooperate in such defense, and Sub-Adviser shall indemnify and hold harmless set forth the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between a Fund and/or Manager and any party other than Sub-Adviser which claim, dispute or litigation is unrelated to Sub-Adviser’s duties under this Agreement, and if Sub-Adviser is made a party to such claim, dispute or litigation by such other party, the Fund and/or Manager, as the case may be, shall defend any actions brought in connection therewith on behalf of Sub-Adviser or its principals, each of whom agree to cooperate in such defense and the preceding sentence Fund and/or Manager, as the case may be unenforceable because it is violative of be, shall indemnify and hold harmless Sub-Adviser and its affiliates from and with respect to any law or public policy, Company shall contribute the maximum portion that it is permitted amounts awarded to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.such other

Indemnity. A. In addition to the payment of expenses pursuant to subsection 10.2Section 8.2, whether or not the transactions contemplated hereby shall be consummated, Company the Borrower agrees to defenddefend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of the Lead Arrangers and Agents and Lenderseach Lender, and the respective partners, officers, directors, trustees, partners, employees, agents, attorneys attorneys, and affiliates of any each of the Lead Arrangers and each of the Agents and Lenders each Lender (collectively called the "“Indemnitees") ”), from and against any and all other Indemnified Liabilities (as hereinafter defined); provided that the Borrower 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, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, 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 (including, without limitation, including 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 imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, including the Lenders' agreement ’ agreements to make the Loans hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"Loan Documents); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. . B. To the extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 8.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, Company the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. C. To the extent permitted by applicable law, the Borrower and each of its 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 legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any other Loan Document, or 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 the proceeds thereof or any act or omission or event occurring in connection therewith, and the Borrower and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.