Common use of Indemnity Clause in Contracts

Indemnity. Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller In addition to the payment of expenses pursuant to Section 11.1, whether or not the transactions contemplated hereby shall be consummated, each Note Party agrees to indemnify Buyerindemnify, Buyer’s designeepay and hold Agent, Buyer’s Affiliates each Purchaser, and each of its the officers, directors, employees employees, agents, consultants, auditors, persons engaged by Agent or any Purchaser, to evaluate or monitor the Collateral, Affiliates and agents attorneys of Agent, each Purchaser and such holders (collectively called the “Indemnified PartiesIndemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Note Documents, the consummation of the transactions contemplated by this Agreement Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Purchaser, Agent’s and each Purchaser’s agreement to purchase the documents delivered in connection herewithNotes hereunder, other than income, withholding the use or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all intended use of the foregoingproceeds of any of the Notes or the exercise of any right or remedy hereunder or under the other Note Documents, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed limitation any actual or alleged presence or release of Hazardous Materials on or asserted against from any Indemnified Party property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any environmental liability related in any way whatsoever arising out of or in connection with, or relating to, this Agreement to the Borrower or any Transactions hereunder of its Subsidiaries or any action taken or omitted of their respective properties (the “Indemnified Liabilities”); provided that no Note Party shall have any obligation to be taken by any Indemnitee hereunder with respect to Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting Liabilities arising from the gross negligence or willful misconduct of Buyer or any other Indemnified Partythat Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting For the generality avoidance of the foregoingdoubt, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts this Section 11.2 shall not apply with respect to all Purchased Assets relating to or arising out Charges (which, solely for the purpose of any violation or alleged violation of any environmental lawthis Section 11.2, rule or regulation or any consumer credit lawsshall include Excluded Taxes) other than Charges that represent losses, including without limitation ERISAliabilities, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provideddamages, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Partyetc. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Preindemnity payments on a non-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Charge claim. Payments under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation Section 11.2 shall be made by the fees and disbursements of its counsel. Seller hereby acknowledges that Borrower to the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive Agent for the termination of this Agreement and the repurchase by Seller of any or all benefit of the Purchased Assetsrelevant Indemnitee.

Indemnity. Seller 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 indemnify Buyerdefend, Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Agents and Lenders, and the officers, directors, employees trustees, partners, employees, agents, attorneys and agents affiliates of any of Agents and Lenders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time 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 this Agreement shall no longer be in effect a party or a potential party thereto), whether direct, indirect or consequential and the Transactions shall have been repaid in full) 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 on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, this Agreement or any Transactions the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or any action taken the use or omitted to be taken by any Indemnified Party under or in connection with intended use of the proceeds of any of the foregoingLoans 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 that Seller Company shall not be liable for losses resulting 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 Buyer 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 other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees to indemnify BuyerIndemnify the Bank and its employees, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees shareholders, agents, attorneys, successors and agents (“Indemnified Parties”) from and assigns against any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs and expenses of any kind or nature whatsoever, including, without limitation, attorneys' fees and expenses, incurred by them arising out of, in any way connected with, or as a result of (a) this Agreement or the Related Documents or the transactions contemplated hereby or protection or enforcement (including stampcollection or disposition of Collateral) of the Bank's rights under this Agreement or the Related Documents, excise(b) the execution and delivery of this Agreement by the Company and the performance of the Obligations, sales (c) any violation of Environmental Laws or any other taxes that may be payable Requirements of Law by the Company or determined to be payable with respect 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 Purchased Assetsforegoing or the transactions contemplated by this Agreement, Purchased Items whether or Collateral not the Bank is a party thereto; provided, however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or in connection with related expenses to the extent caused by any willful misconduct of the Bank. The foregoing indemnities shall survive the Termination Date, the consummation of the transactions contemplated by this Agreement Agreement, the repayment of the Obligations and the documents delivered in connection herewith, other than income, withholding invalidity or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) unenforceability of any term or disbursements (all provision of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller Related Documents and shall not be liable for losses resulting from the gross negligence remain in effect regardless of any investigation made by or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality on behalf of the foregoing, Seller agrees to hold Buyer harmless from Bank or the Company and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to the content or arising out accuracy of any violation representation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights warranty made under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby agrees (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 indemnify Buyerbe performed, Buyer’s designeepursuant to the terms of this Lease, Buyer’s Affiliates and each or arising from, any act or negligence of Tenant, its officersagents, directorsservants, 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 agents the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (“Indemnified Parties”b) Landlord shall protect, indemnify and hold Tenant harmless from and against any and all liabilitiesloss, obligationsclaims, losses, damages, penalties, actions, judgments, suits, taxes liability or costs (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect court costs and attorneys' fees) incurred by reason of: (a) any damage to any of the Purchased Assets, Purchased Items property or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses injury (including attorneys’ fees and disbursementsbut not limited to death) to any person occurring in, or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out about the Demised Premises or the Building to the extent that such injury or damage shall be proximately caused by the Landlord's affirmative acts of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Landlord or any other Indemnified Party. Without limiting the generality of the foregoingits agents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to servants or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actemployees; provided, however, that Seller such indemnification shall not be liable limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for losses resulting from the gross negligence such injury or willful misconduct of Buyer or any other Indemnified Party. In any suitdamage, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderafter deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to enforce any self-insure, and (ii) the deductible amounts for such claims under such insurance policies. The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to this Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement 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 repurchase by Seller other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that the cost of any or such claim is reimbursed by insurance proceeds recovered by the releasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all of the Purchased Assetssuch claims.

Indemnity. Seller hereby (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall be consummated, Company agrees to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its officershold harmless Agents and Lenders, and the Officers, directors, employees trustees, employees, agents, advisors and agents Affiliates of Agents and Lenders (collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all 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, taxes claims (including stampEnvironmental Claims), excisecosts (including the costs of any investigation, sales study, sampling, testing, abatement, cleanup, removal, remediation or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the Purchased Assets, Purchased Items or Collateral or reasonable and documented out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any of the transactions contemplated 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 Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and Environmental Laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, (i) this Agreement or any the other Loan Documents or the Transactions (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any action taken thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omitted to be taken by omission, whether rightful or wrongful, of any Indemnified Party under present or in connection with future de jure or de facto Government Authority, or any enforcement of any of the foregoingLoan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries; provided, that Seller shall not be liable for losses resulting except to the extent such Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought Indemnitee as determined by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out a final judgment of a breach by Seller court of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetscompetent jurisdiction.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall, Buyer’s designeedoes and will indemnify, Buyer’s Affiliates defend, and each of save harmless Landlord and its officersagents, servants, directors, officers, partners, invitees, guests, clients, beneficiaries, licensees, and employees and agents (“Indemnified Parties”all of the foregoing hereinafter called "Landlord's Agents", except that "Landlord's Agents" will not include Tenant or Tenant's Agents [as hereinafter defined] if Tenant or any one or more of Tenant's Agents are or become one of Landlord's Agents) from of, from, and against any and all liabilities, obligationsclaims, lossesdemands, damages, penalties, causes of actions, judgments, suits, taxes debts, costs (including stampcourt costs, exciseattorneys' fees, sales or other taxes that may be payable or determined to be payable with respect to any and costs of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerinvestigation), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time damages (including, without limitation, such time as this Agreement shall no longer be in effect consequential damages), fees, fines, penalties, expenses, and the Transactions shall have been repaid in full) be imposed on actions of any kind or asserted against any Indemnified Party in any way whatsoever arising out of or character in connection with, or relating toalleged to be in connection with, this Agreement or arising, or alleged to arise, by reason of injury to or death of any person or damage to or loss of property occurring on, in, or about the Premises or by reason of any other claim of whatsoever nature of any person or party occasioned, or alleged to be occasioned, in whole or in part, by any act, action, commission, or omission on the part of Tenant or any Transactions hereunder employee, partner, director, officer, servant, agent, contractor, invitee, guest, client, assignee, licensee, beneficiary, or subtenant of Tenant (all of the foregoing hereinafter collectively called "Tenant's Agents"), or by any breach, violation, or nonperformance of any covenant of Tenant under this Lease. If any action taken or omitted to proceeding shall be taken brought by any Indemnified Party under or against Landlord in connection with any such liability or claim, Tenant, on notice from Landlord, shall defend such action or proceeding, at Tenant's expense, by or through attorneys approved by Landlord. The provisions of the foregoing; provided, that Seller this Section 9.05 shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect apply to all Purchased Assets relating to or arising out activities of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews Tenant with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if Premises occurring on or after the underlying prospective Transaction for which they were incurred does not take place for any reason) and commencement of the enforcement Lease Term or the preservation date Tenant is in possession of Buyer’s rights the Premises, whichever is earlier. Tenant's obligations under this AgreementSection 9.05 shall not be limited to the limits or coverage of insurance maintained,or required to be maintained, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of by Tenant under this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease.

Indemnity. Seller The Tenant hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates indemnifies and each of saves harmless the Landlord and its officers, directors, employees successors and agents (“Indemnified Parties”) assigns from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without restriction, all legal and other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind whatsoever including, without limitation: (a) the costs of defending, such counter-claiming or claiming over against third parties in respect of any action or matter including legal fees, costs and disbursements on a solicitor and his own client basis and at all court levels; (b) any cost, liability or damage arising out of a settlement of any action entered into by the Landlord with or without the consent of the Tenant; and (c) the costs of repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at any time as this Agreement shall no longer or from time to time may be in effect and the Transactions shall have been repaid in full) be imposed on paid, incurred or asserted against any Indemnified Party in any way 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 connection withpart by any act or omission of the Tenant, its agents, contractors, employees, sub-Tenant, licensees, concessionaires or relating to, this Agreement or any Transactions hereunder or any action taken or omitted anyone permitted by the Tenant to be taken by any Indemnified Party under in or in connection with any of on the foregoing; provided, that Seller shall not be liable for losses resulting from Lands and the gross negligence or willful misconduct of Buyer or any other Indemnified PartyLands. Without limiting the generality of the foregoingforgoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller this indemnity shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability include those aforementioned costs which at any time owing or from time to time may be paid, incurred or in favor asserted against the Landlord as a direct or indirect result of such account debtor the presence on or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (includingunder, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation escape seepage, leakage, spillage, discharged, emission or release, of Buyer’s rights under this Agreementany Hazardous Substances, from the Lands either onto any Transaction Documents lands, (including the Lands), into the atmosphere or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Sellerinto any water. This Article 24 indemnification shall survive the expiration of the Term of the Lease and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease for whatever cause.

Indemnity. Seller 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 indemnify Buyerdefend, Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Agents and Lenders, and the officers, directors, employees trustees, partners, employees, agents, attorneys and agents affiliates of any of Agents and Lenders (“Indemnified Parties”collectively called the "INDEMNITEES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time 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 this Agreement shall no longer be in effect a party or a potential party thereto), whether direct, indirect or consequential and the Transactions shall have been repaid in full) 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 on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, or relating to, this Agreement or any Transactions the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or any action taken the use or omitted to be taken by any Indemnified Party under or in connection with intended use of the proceeds of any of the foregoingLoans 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 that Seller Company shall not be liable for losses resulting 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 Buyer 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 other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees The Tenant agrees, whether or not the transactions contemplated by this Project Lease, the Site Lease, the Bonds or the Bond Agreement are consummated, to indemnify Buyerand hold harmless the Issuer and its officers, Buyer’s designeedirectors, Buyer’s Affiliates officials, employees and agents, including the Bank as assignee of the Issuer's rights under this Project Lease, and the Owner and each of its officers, directors, employees and agents (“any or all of the foregoing referred to hereafter as "Indemnified Parties”) Persons"), from and against any and all liabilitiesclaims, obligationsactions, lossessuits, proceedings, expenses, judgments, damages, penalties, actionsfines, judgmentsassessments, suitsliabilities, taxes (including stamp, excise, sales charges or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expensesattorneys' fees and expenses incurred in connection with enforcing this Project Lease or collecting any sums due hereunder and any claim or proceeding or any investigations undertaken hereunder) relating to, even if resulting from, or in connection with (a) any cause in connection with the underlying prospective Transaction for Project, including, without limitation, the acquisition, design, construction, installation, equipping, operating, maintenance or use thereof; (b) any act or omission of the Tenant or any of its agents contractors, servants, employees or licensee in connection with the use or operation of the Project; (c) any cause in connection with the issuance and sale of the Bonds, (d) a misrepresentation or breach of warranty by the Tenant hereunder or under any of the documents executed by the Tenant in connection with this Project Lease, or (e) any violation by the Tenant of any of its covenants hereunder or under any of the other documents executed by the Tenant in connection with the Bonds or this Project Lease. This indemnity is effective only with respect to any loss incurred by any Indemnified Person not due to willful misconduct, gross negligence, or bad faith on part of such Indemnified Person. In case any action or proceeding shall be brought against one or more Indemnified Person and with respect to which they were incurred does not take place for any reason) such Indemnified Person may seek indemnity as provided herein, such Indemnified Person shall promptly notify the Tenant in writing and the enforcement Tenant shall promptly assume the defense thereof, including the employment of counsel reasonable satisfactory to such Indemnified Person or Indemnified Persons, the preservation payment of Buyer’s rights all expenses and the right to negotiate and consent to settlement; but the failure to notify the Tenant as provided shall not relieve Tenant from any liability or duty under this AgreementSection, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder so long as Tenant is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsgiven reasonable opportunity to defend such claim.

Indemnity. Seller Borrower hereby agrees to indemnify Buyerindemnify, Buyer’s designeedefend and hold harmless Lender and its successors and assigns and the respective agents, Buyer’s Affiliates and each of its affiliates, officers, directors, directors and employees of Lender and agents (“Indemnified Parties”) its successors and assigns from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesdemands, actions, judgments, suits, taxes causes of action and liabilities whatsoever (including stampreasonable attorneys’ fees and expenses and costs and expenses reasonably incurred in investigating, excisepreparing or defending against any litigation or claim, sales action, suit, proceeding or other taxes that may be payable demand of any kind or determined character) arising out of or resulting from: (a) the Loan Documents (including the enforcement thereof), except to be payable with respect to the extent such claims, losses and liabilities are proximately caused by Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of the Purchased Assetsany Applicable Environmental Law, Purchased Items (c) any act, omission, event or Collateral 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 Applicable Environmental Law at the time of its existence of occurrence, and (d) any and all claims or proceedings (whether brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through any of the transactions contemplated Oil and Gas Properties (whether or not the release of such materials was caused by this Agreement Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the documents delivered in connection herewithalleged liability is attributable to the handling, other than incomestorage, withholding generation, transportation, removal or other taxes imposed upon Buyerdisposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all for which Lender may have liability due to the making of the foregoingLoan, collectively “Indemnified Amounts”the granting of the Security Documents, the exercise of Lender’s rights under the 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) that may at any time WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (including, without limitationAND/OR ANY OTHER) INDEMNIFIED PARTY. However, such time as this Agreement indemnities shall no longer be in effect and not apply to any particular indemnified party (but shall apply to the Transactions shall have been repaid in fullother indemnified parties) be imposed on to the extent the subject of the indemnification is caused by or asserted against any Indemnified Party in any way whatsoever arising arises out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence negligence, bad faith or willful misconduct of Buyer such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or any upon the release, foreclosure or other Indemnified Party. Without limiting the generality termination of the foregoingSecurity Documents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawbut will survive the Maturity Date, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever foreclosure of the account debtor Security Documents or obligor thereunderconveyances in lieu of foreclosure, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or repayment of the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement Loan and the repurchase by Seller of any or all discharge and release of the Purchased AssetsSecurity Documents and the other documents evidencing and/or securing the Loan.

Indemnity. Seller Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend, protect and indemnify BuyerLender, Buyer’s designee, Buyer’s Affiliates its participants and each of its their assigns, and each of their respective directors, officers, directorsemployees, employees affiliates and agents (collectively, “Indemnified PartiesPersons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all liabilitieslosses, claims, damages, obligations, losses, damagesjudgments, penalties, actionsand liabilities and related costs and expenses, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, reasonable counsel fees and expenses, incurred by such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) Indemnified Person arising out of any claim, action, suit, litigation, investigation or proceeding (whether or not such Indemnified Person is a party thereto), which may be imposed on on, incurred by, or asserted against any Indemnified Party 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 way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawthis Agreement, rule or regulation the Related Documents, or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant hereto or thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Actmanagement of the Loan or the use or intended use of the proceeds of the Loan hereunder; provided, however, that Seller such indemnity shall not be liable for losses resulting apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence or willful wilful misconduct of Buyer such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Borrower may otherwise have. All amounts due under this subsection shall be payable as 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 the Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this subsection may be unenforceable because it is violative of any law or any other public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified PartyPersons. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from undertakings and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever indemnifications set out in this Section shall survive the satisfaction and payment of the account debtor or obligor thereunder, arising out Indebtedness of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as the Borrower and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees Subject to indemnify BuyerSection 9.7, Buyer’s designee, Buyer’s Affiliates and each except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless Landlord, its affiliates, and their respective employees, officers, directors, employees partners, members and agents (“Indemnified Parties”) shareholders, the property manager, and Mortgagees of the Property, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including reasonable attorneys’ fees and disbursementsexpenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to (a) any injury to or disbursements death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (all b) any act, omission, fault, misconduct, negligence or violation of the foregoingapplicable laws and regulations by Tenant or any Tenant Parties, collectively “Indemnified Amounts”) that may at including without limitation on account of any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed construction or other work by Tenant on or asserted against any Indemnified Party in any way whatsoever arising out of about the Premises pursuant to Article 8 or in connection withotherwise, or relating to(c) any Hazardous Substances or other pollutants brought, this Agreement generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Transactions hereunder Tenant Parties, in violation of Section 7.6 or any action taken or omitted otherwise. Subject to be taken by any Indemnified Party under or in connection with any of Section 9.7, except to the foregoing; provided, that Seller shall not be liable for losses extent resulting from the gross negligence or willful misconduct of Buyer Tenant or any other Indemnified Party. Without limiting the generality person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of the foregoing, Seller agrees to hold Buyer harmless Tenant from and indemnify Buyer against any and all Indemnified Amounts liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Landlord’s or any consumer credit lawsof Landlord’s employees’, including without limitation ERISAofficers’, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedcontractors’, that Seller shall not be liable for losses resulting from the gross or agents’ negligence or willful misconduct of Buyer resulting in personal injury or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsbodily harm.

Indemnity. Seller hereby The Borrower agrees to indemnify Buyerpay, Buyer’s designeeindemnify, Buyer’s Affiliates and hold each of its Lender and the Administrative Agent and their respective officers, directors, employees employees, advisors, affiliates and agents (each, an “Indemnified PartiesIndemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes costs, expenses or disbursements of any kind or nature whatsoever (including stamp, excise, sales whether brought by a Borrower or any other taxes that may be payable or determined to be payable Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the Purchased Assetsforegoing, Purchased Items whether based on contract, tort or Collateral any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerclause (b), feescollectively, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified AmountsLiabilities”) that may at any time (including), without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller the Borrower shall not be liable for losses resulting have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Buyer such Indemnitee or any other Indemnified Partyits affiliates. Without limiting the generality of the foregoing, Seller 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 hold Buyer harmless cause its Subsidiaries to waive, all rights for contribution from and indemnify Buyer against all Indemnified Amounts any Indemnitee or any other rights of recovery from any Indemnitee with respect to all Purchased Assets relating claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedEnvironmental Laws, that Seller 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 liable for losses resulting from accompanied by a statement setting forth in reasonable detail the gross negligence or willful misconduct source of Buyer or any other such Indemnified PartyLiability and the amount claimed thereunder. In any suitStatements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, proceeding or action brought by Buyer at the address of the Borrower set forth in connection with any Purchased Asset for any sum owing thereunderSection 11.2, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss such other Person or damage suffered address as may be hereafter designated by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the account debtor or obligor thereunder, arising out Term Loans and all other amounts payable hereunder. Paragraph (b) of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews this Section shall not apply with respect to the Purchased Assets (includingTaxes other than any Taxes that represent losses, without limitationclaims, those incurred pursuant to Article 25 and Article 3 (includingdamages, without limitation, all Preetc. arising from any non-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller hereby Lessor agrees to indemnify Buyerand save harmless Lessee and its parents, Buyer’s designeesubsidiaries, Buyer’s Affiliates and each of its officersaffiliates, directors, employees officers, employees, agents, servants, attorneys and agents (“Indemnified Parties”) representatives from and against any and all liabilitiesclaims, obligations, lossescauses of action, damages, penalties, actionsfines, judgments, suitspenalties, taxes costs (including stampenvironmental clean-up costs and response costs), exciseliabilities, sales 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 taxes that may be payable similar conditions which occurred or determined first arose prior to be payable with respect 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 Lessor's representations and warranties being untrue. These indemnities shall survive the Purchased Assetsexpiration, Purchased Items cancellation or Collateral or in connection with any termination of the transactions contemplated by this Agreement Lease. Lessee agrees to indemnify and the documents delivered in connection herewithsave harmless Lessor and its stockholders, other than incomeaffiliates, withholding or other taxes imposed upon Buyerdirectors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), fees, costsliabilities, expenses or losses (including without limitation, reasonable attorneys’ ' fees and disbursementsexpenses of litigation) arising during or disbursements after the Term: (all a) as a result of Lessee's use and occupancy of the foregoingPremises, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time any violation by Lessee of any Environmental Laws relating to the Premises; or (b) as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any a result of the foregoing; providedpresence, that Seller shall not be liable for losses resulting from disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality commencement of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified PartyTerm. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLease.

Indemnity. Seller hereby agrees to The Grantee must indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of keep the Trust and its officers, directorsagents, employees and agents officers indemnified against: (“Indemnified Parties”a) from and against any and all liabilities, obligationscosts, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes damages and expenses relating to the Project that may be payable incurred by the Trust or determined to be payable with respect to any of the Purchased Assetsits agents, Purchased Items employees or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time officers (including, without limitation, such time liability or damages arising from environmental damage) as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on a consequence of any negligent or asserted against any Indemnified Party in any way whatsoever arising out of wrongful act or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any omission of the foregoing; providedGrantee or of any agent, that Seller shall not be liable for losses resulting from the gross negligence employee, contractor, associate or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality officer of the foregoingGrantee; and (b) unless otherwise agreed in writing between the parties, Seller agrees to hold Buyer harmless from all liabilities, costs, damages and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, expenses that may be incurred by the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor Trust or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets agents, employees or officers (including, without limitation, those incurred pursuant 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 Article 25 paragraphs (a) and Article 3 (including, without limitationb), all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonlegal costs (on a solicitor/solicitor basis) and other costs incurred in defending any action or claim relating to the enforcement Project brought against the Trust or the preservation of Buyer’s rights under this Agreementits agents, any Transaction Documents employees or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is officers as a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller consequence of any act or all omission, or alleged negligent or wrongful act or omission of the Purchased AssetsGrantee or of any agent, employee, contractor, associate or officer of the Grantee. (d) The Grantee’s liability under the indemnity in this clause 14 will be reduced proportionately to the extent that any act or omission (whether negligent or not) of the Trust or it’s agents, employees, contractors, and associates or officers (not being the Grantee) contributed to the relevant liability, cost, damage or loss.

Indemnity. Seller Whether or not the transactions contemplated hereby shall be consummated, each Company agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and hold harmless the Agent and each Lender and any subsequent holder of its any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employees and agents of the Agent, each Lender and such holders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampthe fees and disbursements of counsel for such Indemnitee) in connection with any investigative, exciseadministrative or judicial proceeding, sales whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, and the expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other taxes that than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, which may be payable imposed on, incurred by or determined asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to be payable the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or , accident or event caused by any act or omission of such Company or any of its Subsidiaries, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Notes, the Letters of Credit and the Lender Interest, except that such Company shall have no obligation hereunder to an Indemnitee with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses liability resulting from the gross negligence or willful wilful misconduct of Buyer such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any other Indemnified Partyof them. Without limiting the generality of any provision of this Section, to the foregoingfullest extent permitted by law, Seller agrees to hold Buyer harmless from and indemnify Buyer against each Company hereby waives all Indemnified Amounts rights for contribution or any other rights of recovery with respect to all Purchased Assets liabilities, losses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or arising out of otherwise against any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsIndemnitee.

Indemnity. Seller hereby The Borrower agrees to defend, protect, indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Agent and each Lender and each and all of its officers, directors, employees employees, attorneys and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, such time as this Agreement the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall no longer be in effect and the Transactions shall have been repaid in full) designated by a party thereto), which may be imposed on on, incurred by, or asserted against any Indemnified 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 way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner directly relating to or arising out of any violation this Agreement or alleged violation of any environmental lawthe other Financing Agreements, rule or regulation or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever management of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets Term Loan (including, without limitation, those incurred pursuant to Article 25 and Article 3 (includingany liability under federal, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonstate or local environmental laws or regulations) and the enforcement or the preservation use or intended use of Buyer’s rights under this Agreementthe proceeds of the Term Loan hereunder; provided, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of Seller hereunder such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is a recourse obligation violative of Sellerany law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified Parties. This Article 24 Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties within five (5) days of demand, together with interest thereon at the Default Rate from 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 and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to (a) Licensee shall at all times (both during and after the term hereof) indemnify Buyerand hold harmless Licensor, Buyer’s designeeits agents and employees, Buyer’s Affiliates against and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all actions, suits, liabilities, obligationssettlements, losses, damages, penaltiescosts, actionscharges, judgmentsreasonable counsel fees and all other expenses, suitsrelating to or arising from any and all claims (whether founded or unfounded) of every nature or character (including, taxes but without limitation, claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (including stampcollectively, excise"Losses"), sales based upon or other taxes that may arising out of Licensee's operation of the Departments, or the Licensee's sale, use or installation of the 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 payable a service, used in the performance of such service), or determined to be payable with respect due to any negligence or dishonesty of, or to any act of the Purchased Assetscommission or omission by, Purchased Items Licensee or Collateral or in connection with any of its employees or agents, all except to the transactions contemplated extent such Loss is caused by this Agreement Licensor's negligent actions or omissions or willful misconduct; and the documents delivered in connection herewithcase any action, other than income, withholding suit or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may proceeding shall at any time (including, without limitation, such time as this Agreement shall no longer be in effect and either during or after the Transactions shall have been repaid in fullterm hereof) be imposed on brought against Licensor by reason of any such claim, the Licensee, if Licensor so requests, shall resist and defend such action, suit or asserted proceeding, at the sole expense of Licensee, by reputable counsel. (b) Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any Indemnified Party in any way whatsoever arising out of or in connection withand all Losses, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to based upon or arising out of any violation Licensor's operations, or alleged violation the Licensor's sale, use or installation of any environmental lawproducts or services (other than the Wares or Services), rule or regulation or any consumer credit lawsdefect in any product or service rendered by Licensor (other than the Wares or Services) or in any ingredient, including without limitation ERISAproduct or component used in such products or services(other than the Wares or Services), the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross or due to any negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderdishonesty of, or to enforce any provisions act of commission or omission by, Licensor or any Purchased Assetof its employees or agents, Seller will saveall except to the extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and in case any action, indemnify and hold Buyer harmless from and suit or proceeding shall at any time (either during or after the term hereof) be brought against all expense (including attorneys’ fees), loss or damage suffered Licensee by reason of any defensesuch claim, set-offLicensor, counterclaimif Licensee so requests, recoupment shall resist and defend such action, suit or reduction or liability whatsoever proceeding, at the sole expense of the account debtor or obligor thereunderLicensor, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its reputable counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller Each Borrower hereby agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and each of its hold harmless Administrative Agent and Lenders and the officers, directors, employees employees, trustees, agents, investment advisors, collateral managers, servicers, and agents counsel of Administrative Agent and Lenders (“Indemnified Parties”collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampthe fees and disbursements of counsel for such Indemnitee) in connection with any investigative, exciseresponse, sales remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other taxes that than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be payable imposed on, incurred by or determined asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any 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 be payable the offsite disposal of any materials generated or present on any such property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Borrower, (b) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and (c) any brokerage claims in connection with the sale or any leasing of any Project, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses liability resulting from the gross negligence or willful misconduct of Buyer such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts 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 set forth in the immediately preceding sentence may be unenforceable, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation such indemnified liabilities incurred by the Indemnitees or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby (a) Hertz agrees to indemnify Buyerindemnify, Buyer’s designeehold harmless, Buyer’s Affiliates and each of defend the QI, its respective agents, officers, directors, employees employees, members and agents affiliates (each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or costs and expenses suffered in connection with any of claims or actions to the transactions contemplated by extent directly related to the QI’s involvement under this Agreement and the documents delivered in connection herewithas a “Qualified Intermediary”, other than income, withholding or other taxes imposed upon Buyerpursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), feesunless such losses, costsliabilities, costs or expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful misconduct of Buyer 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 other Indemnified Party. Without limiting and all claims arising from or in connection with the generality presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the foregoingprovisions of applicable federal, Seller agrees to hold Buyer harmless state or local laws, irrespective of 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 indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any violation or alleged violation property, including the rental and use of any environmental law, rule or regulation or equipment used in connection therewith; and including the cost of any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or professionals and persons performing any other Indemnified Party. In any suit, proceeding or action brought by Buyer services in connection with any Purchased Asset for any sum owing thereunderenvironmental clean-up, or to enforce any provisions of any Purchased Assetin each case, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant extent related to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of BuyerQI’s rights involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any Transaction Documents settlements approved by the QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have the right to control the defense of such third party claims or Transaction contemplated hereby, including without limitation actions. The QI Indemnitee agrees to consult and cooperate to the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase extent reasonably deemed necessary by Seller of any or all of the Purchased AssetsHertz in such defense.

Indemnity. Seller Each Borrower hereby agrees to jointly and severally indemnify BuyerAgent, Buyer’s designee, Buyer’s Affiliates each Arranger and each Lender (and each of its officerstheir Affiliates) and hold Agent, directors, employees each Arranger and agents each Lender (“Indemnified Parties”and each of their Affiliates) harmless from and against any and all liabilitiesliability, obligationsloss, lossesdamage, damagessuit, penalties, actions, judgments, suits, taxes action or proceeding suffered or incurred by any such Person (including stampreasonable documented attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, exciseperform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, sales the other Loan Documents or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated hereby or thereby, except those determined by this Agreement and the documents delivered a court of competent jurisdiction in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all a final nonappealable judgment to have arisen out of the foregoingbad faith, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of, or breach of Buyer the terms of this Agreement or any other Indemnified PartyLoan 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, Seller agrees to each Borrower shall indemnify and hold Buyer harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to any loss, damage, cost, expense or liability directly or indirectly arising out of any violation or alleged violation under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any environmental lawpollutants, rule or regulation flammables, explosives, petroleum (including crude oil) or any consumer credit lawsfraction thereof, including radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation ERISAlimitation, any substances defined as or included in the Truth 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 Lending Act and/or a final nonappealable judgment to have arisen out of the Real Estate Settlement Procedures Act; providedbad faith, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Agent, either Arranger or such Lender. Notwithstanding any other Indemnified Party. In any suit, proceeding or action brought by Buyer contrary provision in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 each Borrower under this Section 12.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller Licensee hereby agrees to indemnify Buyerindemnify, Buyer’s designeedefend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, Buyer’s Affiliates subsidiary or other affiliated entity of TSRI and each of its officerstheir trustees, directors, employees officers, employees, scientists, agents, successors, assigns and agents other representatives (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all liabilitiesclaims, obligationssuits, lossesactions, damages, penaltiesliabilities, actionslosses and other expenses, judgmentsincluding without limitation reasonable attorney’s fees, suitsexpert witness fees and costs incurred by the Indemnitees (collectively, taxes (including stamp“Losses”), excise, sales or other taxes that may be payable or determined to be payable with respect to any third party claim, whether or not a lawsuit or other proceeding is filed (collectively “Claim”), that arise out of or relate to: (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the Licensed Patent Rights or use of the Purchased Assets, Purchased Items Licensed Materials; (b) alleged defects or Collateral or in connection other problems with any of the transactions contemplated Licensed Products manufactured, sold or distributed by this Agreement and Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (c) the documents delivered research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees; (d) the negligent or willful misconduct of Licensee or any of its Sublicensees; (e) any allegations that the Licensed Products developed, manufactured, sold or distributed by Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans, or other materials used in connection herewithwith or to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or defamation, or any other than incomeintellectual or industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, withholding rules or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) regulations in connection with the exercise of its rights or disbursements (all the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and extent the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever applicable third party’s Claims arising out of or relating to the actions referenced above in connection withsub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or relating to, agreement made by TSRI in this Agreement Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or suits against any Transactions hereunder Indemnitee that arise out of or any action taken or omitted relate to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller items described in subparagraphs (a) through (f) above. Licensee shall not be liable for losses resulting enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s prior written consent. In the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in the defense of the Claim. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any settlement of such Claim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, such Indemnitee shall have the right, but not the obligation, to defend itself, and in that case, Licensee shall reimburse Indemnitees for all Purchased Assets relating to of their reasonable and documented attorney’s fees, costs and damages incurred in settling or arising out defending such Claims within thirty (30) days after receipt of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller invoice therefor from such Indemnitee. This indemnity shall be a direct payment obligation and not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of merely a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the reimbursement obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLicensee to Indemnitees.

Indemnity. Seller hereby The Company and Uptick agrees to indemnify Buyerindemnify, Buyer’s designeedefend, Buyer’s Affiliates and hold harmless each of other and its officersaffiliates, directors, employees officers, counsel, employees, agents, members, managers, successors, assigns, and agents controlling persons (as defined in the Act) (each, an “Indemnified PartiesParty”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiescosts, actionsexpenses, judgments, suits, taxes and liabilities (including stampany investigatory, exciselegal, sales or and other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any action, claim, or proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of (a) the Agreement or the services to be performed under the Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising out of the transactions contemplated by the Agreement, (c) any inaccuracy in or breach in the representations and warranties of the Company contained in this Agreement Agreement, and (d) any failure of the documents delivered Company to perform its obligations under this Agreement, provided that the Company and Uptick shall not be liable to an Indemnified Party in connection herewithany such case to the extent that any such Indemnifiable Loss is found in a final, other than incomenonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, withholding responsible, or other taxes imposed upon Buyer), fees, costs, accountable in damages and costs and expenses (including attorneys’ fees and disbursementsfees) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as under this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against except for any Indemnified Party in any way whatsoever arising out of or in connection withliability for losses, claims, damages, or relating to, this Agreement or any Transactions hereunder or any action liabilities finally judicially determined to have resulted solely and exclusively from actions taken or omitted to be taken by any as a direct result of such Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the Party’s gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsmisconduct.

Indemnity. Seller hereby (a) Hertz agrees to indemnify Buyerindemnify, Buyer’s designeehold harmless, Buyer’s Affiliates and each of defend the QI, its respective agents, officers, directors, employees employees, members and agents affiliates (each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or costs and expenses suffered in connection with any of claims or actions to the transactions contemplated by extent directly related to the QI’s involvement under this Agreement and the documents delivered in connection herewithas a “Qualified Intermediary”, other than income, withholding or other taxes imposed upon Buyerpursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), feesunless such losses, costsliabilities, costs or expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful misconduct of Buyer 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 other Indemnified Party. Without limiting and all claims arising from or in connection with the generality presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the foregoingprovisions of applicable federal, Seller agrees to hold Buyer harmless state or local laws, irrespective of 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 indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any violation or alleged violation property, including the rental and use of any environmental law, rule or regulation or equipment used in connection therewith; and including the cost of any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or professionals and persons performing any other Indemnified Party. In any suit, proceeding or action brought by Buyer services in connection with any Purchased Asset for any sum owing thereunderenvironmental clean-up, or to enforce any provisions of any Purchased Assetin each case, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant extent related to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of BuyerQI’s rights involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any Transaction Documents settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the right to control the defense of such third party claims or Transaction contemplated hereby, including without limitation actions. The QI Indemnitee agrees to consult and cooperate to the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase extent reasonably deemed necessary by Seller of any or all of the Purchased AssetsHertz in such defense.

Indemnity. Seller (a) The Corporation (the “Indemnitor”) hereby agrees to indemnify Buyerand hold the Agent, Buyer’s designeeand its subsidiaries or affiliates, Buyer’s Affiliates and each of its their directors, officers, directors, employees and agents (hereinafter referred to as the “Indemnified PartiesPersonnel”) harmless from and against any and all liabilitiesexpenses, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerloss of profits), fees, costsclaims, expenses actions (including attorneys’ shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and disbursements) or disbursements (all expenses of the foregoingtheir counsel, collectively “Indemnified Amounts”) that may at be incurred in advising with respect to and/or defending any time (includingactual or threatened claims, without limitationactions, such time as this Agreement shall no longer be in effect and suits, investigations or proceedings to which the Transactions shall have been repaid in full) be imposed on Agent and/or its Personnel may become subject or asserted against any Indemnified Party otherwise involved in any way whatsoever arising capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or in connection withare based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any of such actions, suits, investigations, proceedings or claims that may be made against the foregoing; Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that Seller this indemnity shall not be liable for losses resulting from apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence negligence, wilful misconduct or willful misconduct of Buyer or any other Indemnified Partyfraud referred to in (i). Without limiting the generality of the foregoing, Seller agrees 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 events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation the Agent or any consumer credit lawsPersonnel harmless as a result of such expense, including without limitation ERISAloss, claim, damage or liability, then the Truth Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in Lending Act such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence Agent by any governmental commission or willful misconduct of Buyer regulatory authority or any stock exchange or other Indemnified Party. In entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any suit, proceeding or action brought by Buyer Personnel of the Agent shall be required to testify in connection with any Purchased Asset for any sum owing thereundertherewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of the performance of professional services rendered to the Indemnitor by the Agent or any defensePersonnel, set-offthen 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, counterclaim, recoupment or reduction or liability whatsoever of and the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor reasonable fees and expenses of such account debtor or obligor or its successors from Seller. Seller also agrees counsel as well as the reasonable costs (including an amount to reimburse Buyer as and when billed the Agent for time spent by Buyer for all Buyerthe Agent’s reasonable costs Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection with Buyertherewith 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 Agent’s due diligence reviews with 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 Purchased Assets 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 (includingbut 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 limitationthe prior written consent of the Agent and/or any Personnel, those incurred pursuant to Article 25 as applicable, and Article 3 (includingnone of the Agent and/or any Personnel, without limitationas applicable, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place shall be liable for any reasonsettlement 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. (e) The indemnity and contribution obligations of the enforcement or Indemnitor shall be in addition to any liability which the preservation Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of Buyer’s rights under this Agreementthe Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any Transaction Documents or Transaction contemplated hereby, including without limitation of the fees and disbursements Personnel of its counselthe Agent. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and each of its officershold harmless the Agent-Related Persons, directors, employees and agents the Lender-Related Persons (collectively the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, taxes claims, costs, expenses, and disbursements of any kind or nature whatsoever (including stampincluding, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewithAgreement, other than income, withholding including any matter relating to or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of the filing or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer any such Indemnitee or any other Indemnified Party. Without limiting the generality a material breach by such Indemnitee of the foregoingexpress provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, Seller agrees judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to hold Buyer harmless from be indemnified pursuant to this Section 8.2, Borrower, will resist and indemnify Buyer against all Indemnified Amounts with respect defend such action, suit, or proceeding or cause the same to all Purchased Assets relating be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or arising out intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any violation such action, writ, or alleged violation proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any environmental lawlaw or public policy, rule or regulation or any consumer credit laws, including without limitation ERISA, Borrower shall make the Truth in Lending Act and/or maximum contribution to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct payment and satisfaction of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever each of the account debtor or obligor thereunder, arising out Indemnified Liabilities that is permissible under applicable law. The obligations of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrower under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase by Seller discharge of any or all of the Purchased AssetsBorrower’s other obligations hereunder.

Indemnity. Seller hereby agrees to (a) The Client shall protect, defend, indemnify Buyerand hold Consultant and his assigns and attorneys, Buyer’s designeeaccountants, Buyer’s Affiliates employees, officers and each of its officers, directors, employees and agents (“Indemnified Parties”) directors harmless from and against any and all losses, liabilities, obligations, losses, damages, penaltiesjudgments, claims, counterclaims, demands, actions, judgmentsproceedings, suits, taxes costs and expenses (including stampreasonable attorneys' fees) of every kind and character resulting from or relating to or arising out of (a) the inaccuracy, excisenon-fulfillment or breach of any representation, sales warranty, covenant or other taxes that may be payable agreement made by the Client herein; or determined (b) any legal action, including any counterclaim, to be payable the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Client herein; or (c) negligent actions or omissions of the Client or any employee or agent of the Client, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the Purchased Assetsdecisions made by the Client. (b) The Consultant shall protect, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement defend, indemnify and the documents delivered in connection herewithhold Client and his assigns and attorneys, other than incomeaccountants, withholding or other taxes imposed upon Buyer)employees, feesofficers and directors harmless from and against all losses, costsliabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees ' fees) of every kind and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses character resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation (a) the inaccuracy, non-fulfillment or alleged violation breach of any environmental lawrepresentation, rule warranty, covenant or regulation agreement made by the Consultant herein or the failure of the Consultant to abide by all federal and state laws and regulations concerning investor relations, stock promotions, and public disclosure requirements; or (b) any legal action, including any counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Consultant herein; or (c) negligent actions or omissions of the Consultant or any consumer credit lawsemployee or agent of the Consultant, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or any reckless or willful misconduct of Buyer or any other Indemnified Party. In any suitmisconduct, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of occurring during the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews Term hereof with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsdecisions made by the Consultant.

Indemnity. Seller hereby (i) The Mortgagor agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and hold harmless the Mortgagee and each of its the other Secured Parties and the officers, directors, employees employees, agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the foregoingIndenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that Seller the Mortgagor shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Buyer that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Mortgagor shall contribute the maximum portion which 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 other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of hold harmless the Company and its respective officers, directors, managing and non-managing members, employees and agents and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Indemnified PartiesIndemnitee”) ), from and against any and all liabilitieslosses, obligationsclaims, lossesdemands, damages, penalties, actions, judgments, suits, taxes liabilities and expenses (including stampcosts and including, excisebut not limited to, sales 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 Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other taxes that may be payable or determined to be payable with respect document furnished by the Subscriber to any of the Purchased Assets, Purchased Items or Collateral or Indemnitees in connection with any of the transactions contemplated this Offering) incurred by this Agreement and the documents delivered each such person and/or entity in connection herewithwith defending or investigating any such claims or liabilities, other than income, withholding whether or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party not resulting in any way whatsoever arising liability to such person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, 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 connection withthis Agreement, or relating to(b) arise out of or are based upon any breach by Subscriber of any representation, this Agreement warranty, or any Transactions hereunder or any action taken or omitted to be taken agreement made by any Indemnified Party under Subscriber contained herein or in connection with any the Investor Questionnaire, or (c) arise out of the foregoing; providedsale/transfer of Units, that Seller shall not be liable for losses resulting from of the gross negligence or willful misconduct of Buyer Securities Act, or any other Indemnified Party. Without limiting the generality of the foregoingapplicable state, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderfederal, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforeign securities law.

Indemnity. Seller hereby The Borrower further agrees to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and hold harmless the Agent and each and all of the Lenders and each of its their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, employees employees, attorneys and agents (“Indemnified Parties”including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE V) (collectively, the "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawof: (i) this Agreement, rule or regulation the other Loan Documents or any consumer credit lawsof the Transaction Documents, including without limitation ERISAor any act, event or transaction related or attendant thereto or to the Initial Acquisitions, any Permitted Acquisition, the Truth Mergers, the Public Offering or the Related Transactions, the making of the Loans, and the issuance of and participation in Lending Act and/or Letters of Credit hereunder, the Real Estate Settlement Procedures Act; providedmanagement of such Loans or Letters of Credit, that Seller shall not be liable for losses resulting from the gross negligence use or willful misconduct intended use of Buyer the proceeds of the Loans or Letters of Credit hereunder, or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor other transactions contemplated by the Transaction Documents; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or obligor thereunderwanton injury, arising out of a breach by Seller of any obligation thereunder damage or arising out of any other agreementthreat to the environment, indebtedness natural resources or liability at any time owing to public health or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable welfare, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to Article 25 and Article 3 violation of any Environmental, Health or Safety Requirements of Law arising from or in connection with the past, present or future operations of the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Borrower or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Borrower or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (includingcollectively, without limitationthe "INDEMNIFIED MATTERS"); PROVIDED, all Pre-Purchase Legal ExpensesHOWEVER, even if the underlying prospective Transaction for which they were incurred does not take place for Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from (y) a dispute among the Lenders or a dispute between any reason) Lender and the enforcement Agent, or (z) the preservation willful misconduct or Gross Negligence of Buyer’s rights under this Agreementsuch Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, any Transaction Documents or Transaction contemplated herebyin each case, including without limitation as determined by the fees final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and disbursements of its counsel. Seller hereby acknowledges that hold harmless set forth in the obligation of Seller hereunder preceding sentence may be unenforceable because it is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all of Indemnified Matters incurred by the Purchased AssetsIndemnitees.

Indemnity. Seller hereby Lessee agrees to indemnify Buyerthat each payment of Basic Rent hereunder shall be free and clear of, Buyer’s designeeand without deduction for, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all liabilitieswithholdings on account of Taxes of any nature whatsoever, obligationswhether or not an exclusion pursuant to Section 10(b) applies, lossesexcept as required by law. If any such deduction or withholding of Taxes is required with respect to such payments of Basic Rent, damagesLessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, penaltiesafter such deduction or withholding, actionswill be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, judgments, suits, taxes (including stamp, excise, sales or other taxes but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be payable required by the Indenture. If Lessee pays any amount to Lessor (or determined to be payable any taxing authority for the account of Lessor) as a result of the application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or with respect to, based upon or measured by (A) any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or other disposition of the Purchased AssetsAircraft, Purchased Items or Collateral or in connection with the Airframe, any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement Engine or any Transactions hereunder Part thereof or any action taken interest therein; or omitted to be taken by any Indemnified Party under (C) the rentals, receipts, income or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or earnings arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense therefrom (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.Rent), or

Indemnity. Seller hereby (i) The Grantor agrees to indemnify Buyerindemnify, Buyer’s designeepay and hold harmless the Beneficiary, Buyer’s Affiliates the Trustee and each of its the other Secured Parties and the officers, directors, employees employees, agents and agents Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the foregoingIndenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that Seller the Grantor shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Buyer that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which 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 other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller Each Grantor hereby agrees agrees, jointly with the other Grantors and severally, to indemnify Buyerthe Notes Collateral Agent and the Secured Parties, Buyer’s designeeand their respective successors, Buyer’s Affiliates assigns, agents and each of its officersemployees (each, directorsand “Indemnitee”), employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement suits and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees the reasonable and disbursementsdocumented fees, charges and disbursements of any counsel for any Indemnitee) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time kind and nature (including, without limitation, such time as this Agreement shall no longer be in effect and all expenses of litigation or preparation therefor whether or not the Transactions shall have been repaid in fullNotes Collateral Agent or any Secured Party is a party thereto) be imposed on on, incurred by or asserted against any Indemnified Party the Notes Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way whatsoever relating to or arising out of or in connection withthis Security Agreement, or relating tothe manufacture, this Agreement purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Notes Collateral Agent or the Secured Parties or any Transactions hereunder Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any action taken Indemnitee, be available to the extent that such losses, claims, damages, liabilities or omitted related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting have resulted from the gross negligence or willful misconduct of Buyer or any other Indemnified Partysuch Indemnitee. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts This Section 8.16 shall not apply with respect to all Purchased Assets relating to Taxes other than any Taxes that represent losses or damages arising out of from any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby agrees shall be consummated, the Credit Parties agree to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and hold harmless each of the Lead Arrangers and Agents and each of its Lender, and the respective partners, officers, directors, employees employees, agents, attorneys, and agents affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all 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, taxes claims (including stampenvironmental claims), excisecosts, sales expenses and disbursements of any kind or other taxes that may be payable or determined to be payable with respect to any nature whatsoever (including the reasonable and documented fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of the transactions contemplated 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 Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and Environmental Laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Credit Extensions hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including the enforcement of the Guaranty)). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they violate any law or public policy, the Credit Parties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or relating in any way related to, this Agreement or any Transactions hereunder other Loan Document, or any action taken agreement or omitted instrument contemplated hereby or thereby or referred to be taken by herein or therein, the transactions contemplated hereby or thereby, any Indemnified Party under Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer such claim or any other Indemnified Party. Without limiting the generality of the foregoingsuch damages, Seller agrees whether or not accrued and whether or not known or suspected to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth exist in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsfavor.

Indemnity. Seller hereby The Company agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Agent and each of its the Banks and their respective directors, officers, directors, employees and agents (“Indemnified Parties”each such person being called an "Indemnitee") from against, and against to hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damagesclaims, penaltiesdamages and liabilities of any party other than the Company and related expenses, actionsincluding reasonable counsel fees and expenses incurred by or asserted against any Indemnitee arising out of, judgmentsin any way connected with, suitsor as a result of (i) the execution or delivery of this Agreement or any Note or any agreement or instrument contemplated hereby or thereby, taxes the performance by the parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, (including stampii) the use of the proceeds of the Loans or (iii) any claim, exciselitigation, sales investigation, or other taxes that may be payable or determined to be payable with respect proceeding relating to any of the Purchased Assetsforegoing, Purchased Items whether or Collateral not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or in connection with litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the transactions contemplated Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by this Agreement a court of competent jurisdiction by final and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall nonappealable judgment to have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting resulted from the gross negligence or willful wilful misconduct of Buyer or any other Indemnified PartyIndemnitee. Without limiting the generality The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever expiration of the account debtor or obligor thereunder, arising out term of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction the consummation of the transactions contemplated hereby, including without limitation the fees and disbursements repayment of its counsel. Seller hereby acknowledges that any of the obligation Loans, the reduction or cancellation of Seller hereunder is a recourse obligation the Commitment, the invalidity or unenforceability of Seller. This Article 24 shall survive the termination any term or provision of this Agreement and the repurchase or any Note, or any investigation made by Seller of any or all on behalf of the Purchased AssetsBanks. All amounts due under this Section 11.11 shall be payable in immediately available funds upon written demand therefor.

Indemnity. Seller hereby agrees to indemnify Buyer18.1 Each of the Issuer and the Guarantors indemnifies, Buyer’s designeejointly and severally, Buyer’s Affiliates on an after-tax basis, the Paying Agent, the Registrar and each of its their respective directors, officers, directors, employees and agents (“Indemnified Parties”) from and controlling persons against any and all losses, liabilities, obligationscosts, lossesclaims, actions, damages, penaltiesexpenses or demands (including, actionsbut not limited to, judgmentsall reasonable costs, suits, taxes (including stamp, excise, sales charges and expenses paid or other taxes that incurred in disputing or defending the foregoing) which any of them may incur or which may be payable or determined to be payable with respect to made against any of the Purchased Assets, Purchased Items or Collateral them as a result of or in connection with any the appointment or the exercise of the transactions contemplated 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 documents delivered in connection herewithGuarantors and their respective directors, other than incomeofficers, withholding or other taxes imposed upon Buyer)employees and controlling persons against all losses, feesliabilities, costs, claims, actions, damages, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time demands (including, without limitationbut not limited to, such time 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 this Agreement shall no longer be in effect 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 Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withGuarantors and their respective directors, or relating toofficers, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from employees and indemnify Buyer controlling persons against all Indemnified Amounts with respect to all Purchased Assets relating to losses, liabilities, costs, claims, actions, damages, expenses or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets demands (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitationbut not limited to, all Pre-Purchase Legal Expensesreasonable costs, even if charges and expenses paid or incurred in disputing or defending the underlying prospective Transaction for foregoing) which they were incurred does not take place for any reason) and of them may incur or which may be made against any of them as a result of the enforcement Registrar's wilful default or negligence or that of the preservation of Buyer’s rights under this AgreementRegistrar's directors, any Transaction Documents officers, employees or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. controlling persons. 18.4 This Article 24 shall survive Clause 18 survives the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and the Bank against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, taxes costs (including stampfunding costs), exciseexpenses, sales charges, proceedings and 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 Loan granted to the Borrower or any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and 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 taxes that 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 or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, each claim and liability arising or incurred by reason of the Bank's endorsement on such time as this Agreement shall no longer be in effect item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with respect to or resulting from delay or omissions to pay any such stamp, registration and the Transactions shall have been repaid in full) be imposed on similar taxes or asserted against any Indemnified Party in any way whatsoever charges (other than those arising out of gross negligence, wilful misconduct or in connection withfraud of the Bank). Such stamp, registration and similar taxes or relating to, this Agreement charges (if not paid or any Transactions hereunder or any action taken or omitted reimbursed by the Borrower) shall be deemed to be taken by any Indemnified Party under or the amounts due under/in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect relation to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLoan.

Indemnity. Seller hereby agrees to indemnify Buyer(a) Indirect Parent, Buyer’s designeeSecond Intermediary Parent, Buyer’s Affiliates First Intermediary Parent and each of its officersParent shall indemnify, directorsdefend and hold harmless, employees and agents (“Indemnified Parties”) the 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 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, lossesbut does not end on the Closing Date, damagesthe portion of such taxable period that ends on the Closing Date, penalties(ii) any and all Taxes of Parent, actionsIndirect Parent or any subsidiaries or Affiliates thereof other than the Company, judgmentswhensoever arising, suitsregardless of the period to which such Taxes relate, taxes imposed on the Company arising out of Treasury Regulation (including stampS) 1.1502-6 or any comparable provision of foreign, excisestate, sales local or other taxes that may 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 Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be payable or determined referred to be payable herein as "Parent's Taxes"). Parent's Taxes shall include, with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes relating to the Company attributable to the portion of the Purchased AssetsStraddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, Purchased Items 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 Collateral 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 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 Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereby, and which are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Parent and its affiliates from and against and in respect of and shall be responsible for 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 or in connection with the determination of any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement Tax liability or any Transactions hereunder audit, examination or any action taken proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or omitted the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to be taken by any Indemnified Party under prepare and file the Returns described in the second preceding sentence or in connection with the determination of any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees (at their own expense) party to hold Buyer harmless from obtain other information or documents necessary or appropriate to prepare and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to file Returns or arising out of any violation elections or alleged violation of any environmental law, rule necessary or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer appropriate in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions the determination of any Purchased AssetTax liability or any audit, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss examination or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsproceeding.

Indemnity. Seller hereby agrees to indemnify Buyera. Buyer shall, at Buyer’s designeesole cost and expense defend, Buyer’s Affiliates indemnify and each of hold Seller and its parent, subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Seller Indemnified Parties”) harmless from and against any all third party claims, demands, suits, actions, proceedings and litigation, all liabilitiesdirect losses, costs, damages, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement expenses and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costsincluding without limitation, expenses (including reasonable attorneys’ fees and disbursements) or disbursements expenses (all of the foregoing, collectively “Indemnified AmountsLosses”) that may at any time (including), without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on suffered or asserted against any incurred by a Seller Indemnified Party in any way whatsoever arising out of or in connection withwith Buyer’s use or any of its licensees’ use of the Marks pursuant to this Agreement and the subject matter hereof, or including without limitation, those relating to, this Agreement : (i) the offer or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any sale of the foregoingProducts using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, fraud, unfair 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 applicable law, regulation or industry standard; and/or (v) the alleged or actual violation of third party rights regarding the realization and/or the release of any advertising using the Marks during the Term; provided, however, in no event shall the foregoing indemnity extend to any Losses to the extent that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising they arise out of any violation or alleged violation a breach of any environmental lawSeller’s express covenants, rule or regulation or any consumer credit lawsrepresentations and warranties hereunder (collectively, including without limitation ERISA“Seller’s Actions”). b. Seller shall, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedat Seller’s sole cost and expense, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will savedefend, 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 expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, Losses arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any Losses to the extent caused by Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement negligence or the preservation of by Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination breach of this Agreement and the repurchase by Seller or violation of any or all of the Purchased Assetslaw.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall indemnify, Buyerhold harmless, and, at Landlord’s designeeoption (with such attorneys as Landlord may approve in advance and in writing), Buyerdefend Landlord and Landlord’s Affiliates and each of its officers, directors, employees shareholders, partners, members, managers, employees, contractors, property managers, agents and agents (“Indemnified Parties”) mortgagees and other lien holders, from and against any and all liabilities“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, obligationsordinances, lossesstatutes, regulations or other laws referred to in this Article 10, including, without 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, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any losses of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement every kind and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature (including, without limitation, such time as this Agreement shall no longer be property damage, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in effect 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 Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party costs of cleanup, remediation, removal and restoration, that are in any way whatsoever arising out of or in connection with, or relating to, this Agreement or related to any Transactions hereunder or any action taken or omitted to be taken matter covered by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforegoing indemnity.

Indemnity. Seller hereby agrees to indemnify BuyerWithout waiving any rights, Buyer’s designeeclaims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, Buyer’s Affiliates FWH shall pay, indemnify, save and hold the Administrative Agent, the Collateral Agent and each Secured Party and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact and Affiliates (each, an “Indemnified PartiesPerson”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, charges, expenses (including attorneys’ fees and disbursements) or disbursements (all including Attorney Costs) of the foregoing, collectively “Indemnified Amounts”) that 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 limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in fullresignation or replacement of any Agent or any Lender) be imposed on on, incurred by or asserted against any Indemnified Party such Person in any way whatsoever arising out of or in connection with, or relating to, this Agreement or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any Transactions hereunder of its Affiliates related thereto, and any investigation, litigation or proceeding (including any action taken bankruptcy, insolvency, reorganization or omitted other similar proceeding or appellate proceeding) related to be taken by Prattsburgh, whether or not any Indemnified Party under or in connection with any of Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, provided that Seller FWH shall not be liable for losses resulting have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or willful misconduct of Buyer or any other such Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsPerson.

Indemnity. Seller hereby Borrower agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the L/C Issuer and each of its officers, directors, employees correspondents and agents (“Indemnified Parties”) hold them harmless from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, taxes (including stampcosts, excise, sales expenses and reasonable out-of-pocket expenses whatsoever which they may incur or other taxes that may be payable or determined to be payable with respect to any suffer by reason of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement execution and the documents delivered in connection herewith, other than income, withholding delivery or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out assignment of or in connection with, payment or relating to, this Agreement or presentation under any Transactions hereunder 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 Indemnified Party draft presented under any Letter of Credit which does not comply with the term thereof, or in connection 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 foregoing; provided, that Seller shall amount of any sight draft presented pursuant to any Letter of Credit whether or not be liable for losses resulting from the gross negligence or willful misconduct of Buyer any statement or any other Indemnified Party. Without limiting the generality 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 foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental lawreimbursement, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer indemnification or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ feesamount under this Section 2.4(g), loss upon request by the L/C Issuer or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability such correspondent at any time owing to time, Borrower shall reimburse the L/C Issuer or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer correspondent for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees charges and disbursements of its outside legal counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 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 repurchase by Seller of any or all event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a consequence of the Purchased Assetswillful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction.

Indemnity. Seller hereby agrees Effective as of the Borrowing Date of the First Loan, in addition to indemnify Buyerthe payment of expenses pursuant to Section 24, Buyer’s designeethe Borrower shall defend, Buyer’s Affiliates indemnify, pay and each of hold harmless, the Lender and its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, directorsemployees, employees counsel, accountants, investors, financial advisors, agents, consultants and agents other advisors (each, an “Indemnified PartiesIndemnitee”) ), 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 liabilities, obligations, losses, damages (including natural resource damages), penalties, actionsclaims, judgmentscosts, suits, taxes expenses and disbursements of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of the transactions contemplated investigative, administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses (including attorneys’ fees and disbursements) state or disbursements (all of the foregoingforeign laws, collectively “Indemnified Amounts”) statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of this Secured Note or in connection withthe transactions contemplated hereby (including the Lender’s agreement to make a loan or the use or intended use of the proceeds thereof, or relating toany enforcement of this Secured Note), this Agreement or 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 the Borrower shall have no obligation to any Transactions Indemnitee hereunder or any action taken or omitted with respect to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting foregoing to the extent arising from the gross negligence or willful misconduct of Buyer or that Indemnitee as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding any other Indemnified Party. Without limiting contrary provision in this Secured Note, the generality obligation of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts Borrower with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISAeach indemnity given by them in this Secured Note shall survive the Maturity Date, the Truth payment in Lending Act and/or full of the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderObligations, or conversion to enforce any provisions of any Purchased AssetCommon Stock, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsSecured Note.

Indemnity. Seller hereby agrees to indemnify Buyeri. Company will indemnify, Buyer’s designeedefend, Buyer’s Affiliates and each of hold harmless Columbia, its trustees, officers, directorsfaculty, employees employees, students and agents (“Indemnified PartiesIndemnities”) ), from and against any and all actions, suits, claims, demands, prosecutions brought by a Third Party (each, a “Claim”), and indemnify the Indemnitees for any liabilities, obligationscosts, lossesexpenses, damages, penaltiesdeficiencies, actions, judgments, suits, taxes (including stamp, excise, sales losses or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses obligations (including attorneys’ fees and disbursementsfees) finally awarded or disbursements (all agreed to in settlement of any such Claim, to the foregoingextent any such Claim is based on, collectively “Indemnified Amounts”) that may at any time (arises out of, or relates to this Agreement, including, without limitation, such time (i) the discovery, development, manufacture, packaging, use, sale, offering for sale, importation, exportation, distribution, rental or lease of Products, even if altered for use for a purpose not intended, (ii) the use of Patents or Technical Information by the Sellers or their customers, (iii) any representation made or warranty given by the Sellers with respect to Products, Patents or Technical Information, (iv) any infringement claims relating to Products, Patents or Technical Information, and (v) any asserted violation of the Export Laws (as this Agreement shall no longer be defined in effect and the Transactions shall have been repaid in fullSection 15 hereof) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoingSellers. Company shall [*]. ii. In the event Columbia is seeking the benefit of the defense and indemnification obligations set forth in Section 12(a)(i), Columbia must notify Company in writing, promptly after receipt of actual notice of any Claim for which it seeks to recover; provided, that Seller however, any delay or failure of notice shall not be liable for losses resulting from relieve Company of its obligations hereunder except to the gross negligence extent that Company is actually prejudiced by such delay or willful misconduct of Buyer or any other Indemnified Partyfailure to notify. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from Company shall have sole control and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews authority with respect to the Purchased Assets defense, litigation, compromise or settlement of such Claim, except that any settlement involves any admission of wrongdoing or inequitable conduct by Columbia or any material commitments, responsibilities or obligations on the part of Columbia (includingother than the payment of money that can be fully satisfied by Company) shall require the prior written consent of Columbia, without limitationwhich consent shall not be unreasonably withheld, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction conditioned or delayed. Company shall not be responsible for which they were incurred any settlement it does not take place for approve in writing. Columbia shall provide reasonable information, cooperation and assistance as required by Company (at Company’s expense). Columbia reserves the right to participate at its own cost in any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements proceedings with counsel of its counsel. Seller hereby acknowledges that own choosing, however, Columbia shall at all times be subject to Company’s sole control and authority with respect to defending, litigating or settling the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsClaim.

Indemnity. Seller hereby agrees to The Corporation shall indemnify Buyerand save harmless the Underwriter, Buyer’s designee, Buyer’s Affiliates its affiliates and each of its respective directors, officers, directorsemployees, employees partners, shareholders, subsidiaries, agents and agents any Person who may control any of the Underwriter (each, an “Indemnified PartiesParty”) from and against any and all liabilities, obligationsclaims, actions (including shareholder actions, derivative or otherwise), suits, proceedings, losses, damagescosts, penaltiesdamages and expenses of whatever nature or kind, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, judgments, suits, proceedings, investigations or claims and the reasonable fees, expenses and taxes (including stamp, excise, sales or other taxes of their counsel that may be payable or determined to be payable incurred in advising with respect to and/or defending any of the Purchased Assetsaction, Purchased Items suit, proceedings, investigation or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses claim (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified AmountsClaims”) that may at be made or threatened against any time Indemnified Party or in enforcing this Agreement (including the indemnity provisions thereof) or to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, and caused by, result from, arise out of or based upon, directly or indirectly, the Offering or the engagement of the Underwriter under the terms of this Agreement, including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party Claims in any way whatsoever caused by, or arising out directly or indirectly from, or in consequence of: (i) any breach of any representation or warranty of the Corporation contained herein or the failure of the Corporation to comply with its obligations hereunder; (ii) any information or statement (except any information or statement relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents) contained in the Disclosure Documents or in any certificate or other document of the Corporation delivered under or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or to be untrue, false or misleading; (iii) any omission or alleged omission to state in the Disclosure Documents or in any certificate or other document of the Corporation delivered under or pursuant to this Agreement any fact (except facts relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made; (iv) any order made or enquiry, investigation or proceedings commenced or threatened by any securities regulator or other competent authority (A) based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in any Disclosure Document (except a statement or omission or alleged statement or omission relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents), (B) based upon any failure of the Corporation or its officers and directors to comply with Applicable Securities Laws and the laws of those jurisdictions in which the Units are offered and sold (other than any failure or alleged failure to comply by the Underwriter or any of its directors, officers, employees, shareholders or agents), or (C) preventing or restricting the trading in or the sale or distribution of the Units in the Qualifying Jurisdictions (other than any failure or alleged failure to comply by the Underwriter or any of its directors, officers, employees, shareholders or agents); or (v) the non-compliance or alleged non-compliance by the Corporation or its insiders with Applicable Securities Laws, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection, provided that, if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the liabilities, claims, actions, suits, proceedings, losses, costs, damages or expenses resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, this indemnity shall not apply. The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any Person asserting claims on behalf of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under right of the Corporation for or in connection with this Agreement or the Offering, except to the extent any losses, expenses, claims, actions, damages or liabilities incurred by the Corporation are determined by a court of the foregoing; provided, competent jurisdiction in a final judgement that Seller shall not be liable for losses resulting has become non-appealable to have resulted primarily from the gross negligence or willful wilful misconduct of Buyer or any other such Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby The Borrower agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its hold harmless the Agents and the Lenders and their respective officers, directorsemployees, employees agents, attorneys and agents representatives (“singularly, an "Indemnified Party", and collectively, the "Indemnified Parties”") from and against any loss, cost, liability, damage or expense (including the reasonable fees and out-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all liabilitiesdocuments, obligationsitems and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Agents and the Lenders hereunder or at common law or otherwise, lossesand shall survive any termination of this Agreement, damagesthe expiration of the Loans and the payment of all indebtedness of the Borrower to the Lenders hereunder and under the Notes, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes provided that may be payable or determined the Borrower shall have no obligation under this Section to be payable the Lenders with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever foregoing arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or the Lenders. If any other Claim is asserted against any Indemnified Party. Without limiting , the generality Indemnified Party shall endeavor to notify the Borrower of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoingactual harm caused by such failure). The Indemnified Party shall have the right to employ, Seller agrees at the Borrower's expense, counsel of the Indemnified Parties' choosing and to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out control the defense of the Claim. The Borrower may at its own expense also participate in the defense of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Claim. Each Indemnified Party. In any suit, proceeding or action brought by Buyer Party may employ separate counsel in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect Claim to the Purchased Assets (includingextent such Indemnified Party believes it reasonably prudent to protect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ADMINISTRATIVE AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, without limitationWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, those incurred pursuant to Article 25 and Article 3 (includingCONTRIBUTING, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyerthe Administrative Agent, Buyer’s designeethe Lead Arrangers, Buyer’s Affiliates each Issuing Bank and each Lender, and each Related Party of its officers, directors, employees and agents any of the foregoing Persons (each such Person being called an “Indemnified PartiesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costscharges and disbursements of any counsel for any Indemnitee, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted against any Indemnified Party in any way whatsoever Indemnitee arising out of or of, in connection with, or relating toas a result of the arrangement and the syndication of the credit facilities provided for herein, the execution or delivery of this Agreement or any Transactions other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any action taken other transactions contemplated hereby, any Loan or omitted Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to be taken by any Indemnified Party honor a demand for payment under or 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), any actual or alleged presence or release or threatened release of Hazardous Materials at, under, on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any Affiliate thereof; providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that Seller shall not be liable for losses resulting such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Buyer such Indemnitee or any other Indemnified Partyits Affiliates, officers, directors or employees. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts This Section 9.03(b) shall not apply with respect to all Purchased Assets relating to Taxes other than any Taxes that represent losses or arising out of damages from any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller hereby In addition to the payment of expenses pursuant to Section 9.4, the Borrower agrees to indemnify Buyerindemnify, Buyer’s designeedefend and hold harmless the Agent, Buyer’s Affiliates each Bank and each of its their respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees and agents (the “Indemnified PartiesIndemnitees”) ), from and against (i) any claim, loss or damage to which any Indemnitee may be subjected as a result of any past, present or future existence, use, handling, storage, transportation or disposal of any Hazardous Substance by the Borrower or any of its Subsidiaries or with respect to any property owned, leased or controlled by the Borrower or any of its Subsidiaries, (ii) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority (excluding income or gross receipts taxes) by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of any Loans and (iii) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales costs and expenses of any kind or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any investigative, administrative or judicial proceedings, whether or not such time as this Agreement Indemnitee shall no longer be in effect and the Transactions shall have been repaid in full) designated a party thereto, which may be imposed on on, incurred by or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner relating to or arising out of or in connection with, the making of any Loans, issuance of any Letter of Credit or relating to, entering into this Agreement or any Transactions hereunder other Loan Documents or the use or intended use of the proceeds of the Loans, excepting, however, from the foregoing any action taken such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting solely from the willful misconduct or omitted to be taken by gross negligence of any Indemnified Party under Indemnitee or in connection with its related parties. If any investigative, judicial or administrative proceeding arising from any of the foregoing; providedforegoing is brought against any Indemnitee, that Seller upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrower’s sole cost and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrower shall not be liable for losses resulting from nevertheless make the gross negligence or willful misconduct maximum contribution to the payment and satisfaction of Buyer or any other Indemnified Party. Without limiting the generality each of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental indemnified liabilities contemplated hereby which is permissible under applicable law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever The obligations of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrower under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 9.5 shall survive the termination of this Agreement and the repurchase by Seller of any or all discharge of the Purchased AssetsObligations.

Indemnity. Seller hereby agrees to indemnify BuyerEach Grantor shall indemnify, Buyer’s designeereimburse and hold Agent, Buyer’s Affiliates each of Agent's members, and each of its their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees and agents (“Indemnified Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes demands, claims of any kind and nature (including stampclaims relating to environmental discharge, excisecleanup or compliance), sales or other taxes that all costs and expenses whatsoever to the extent they may be payable incurred or determined to be payable with respect suffered by such indemnified party in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of the Purchased AssetsCollateral, Purchased Items damage to or Collateral loss of use of property (including consequential or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding special damages to third parties or other taxes imposed upon Buyerdamages to Borrower's property), fees, costs, expenses or bodily injury to or death of any person (including attorneys’ fees any agent or employee of Borrower) (each, a "CLAIM" and disbursements) collectively, the "CLAIMS"), directly or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets indirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, the falsity of any violation representation or alleged violation warranty of such Grantor or such Grantor's failure to comply with the 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 escape, seepage, leakage, spillage, discharge, emission or release of any hazardous materials on the premises of such Grantor, including any Claims asserted or arising under any environmental law, rule or regulation (iv) any Claim for negligence or any consumer credit laws, including without limitation ERISA, the Truth strict or absolute liability in Lending Act and/or the Real Estate Settlement Procedures Acttort; provided, however, that Seller such Grantor shall not be liable indemnify Agent for losses resulting from the any liability incurred by Agent as a direct and sole result of Agent's gross negligence or willful misconduct of Buyer misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement Agreement. Upon an indemnitee's written demand, such Grantor shall assume and diligently conduct, at its sole cost and expense, the repurchase by Seller entire defense of Agent, each of its 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. Such Grantor shall not settle or all of the Purchased Assetscompromise any Claim against or involving Agent without first obtaining Agent's written consent thereto, which consent shall not be unreasonably withheld or delayed.

Indemnity. Seller hereby agrees 1.1 Subject to Clauses 1.2 and 6.1 of this Deed, the Company shall, to the fullest extent permitted by law and without prejudice to any other indemnity to which the Indemnified Person may otherwise be entitled, indemnify Buyerand hold the Indemnified Person harmless in respect of all claims, Buyer’s designeeactions and proceedings, Buyer’s Affiliates and each of its officerswhether civil, directors, employees and agents criminal or regulatory (“Indemnified PartiesClaims”) from ), and against any and all liabilities, obligations, losses, damages, penalties, actionsliabilities, judgments, suits, taxes (including stamp, excise, sales compensation or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or awards arising in connection with any such Claims (“Losses”), whether instigated, imposed or incurred under the laws of England and Wales or the law of any other jurisdiction and arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of the transactions contemplated 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 this Agreement and the documents delivered 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 herewithwith 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 than income, withholding or other taxes imposed upon Buyer), fees, costs, charges and expenses reasonably incurred or to be incurred: (including attorneys’ fees and disbursementsa) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (in defending Claims including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withClaims brought by, or relating toat the request of, this Agreement the Company or any Transactions hereunder Associated Company and any investigation into the affairs of the Company or any action taken or omitted to be taken Associated Company by any Indemnified Party under judicial, governmental, regulatory or other body; or (b) in connection with any application under section 661(3) or (4) or section 1157 of the foregoing; providedCompanies Act, provided that, in accordance with section 205 of the Companies Act, the Indemnified Person agrees that Seller any such legal and other costs, charges and expenses paid by the Company shall not fall to be liable for losses resulting from the gross negligence or willful misconduct of Buyer repaid, or any other Indemnified Party. Without limiting the generality liability of the foregoingCompany under any transaction connected thereto shall fall to be discharged, Seller agrees to hold Buyer harmless from and indemnify Buyer against all not later than: (c) in the event of the Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISAPerson being convicted in the proceedings, the Truth date when the conviction becomes final; (d) in Lending Act and/or the Real Estate Settlement Procedures Actevent of judgment being given against the Indemnified Person in the proceedings, the date when the judgment becomes final; provided, that Seller shall not be liable for losses resulting from or (e) in the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever event of the account debtor 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 obligor thereunder, arising out refusal of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or relief being ‘final’ shall be construed in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection accordance with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonsections 205(3) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all (4) of the Purchased AssetsCompanies Act.

Indemnity. Seller In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify Buyerindemnify, Buyer’s designeeexonerate, Buyer’s Affiliates defend, pay, and each of its officershold harmless the Agent-Related Persons and the Lender-Related Persons (collectively, directors, employees the “Indemnitees” and agents (individually as “Indemnified PartiesIndemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, taxes claims, costs, expenses, and disbursements of any kind or nature whatsoever (including stampincluding, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or any other Person), in any manner relating to or arising out of this Agreement or the other Loan Documents, the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewithAgreement, other than income, withholding including any matter relating to or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of the filing or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with recordation of any of the foregoingLoan Documents which filing or recordation is done based upon information supplied by a Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that Seller no Borrower shall not be liable for losses resulting have any obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer any such Indemnitee as determined by a court of competent jurisdiction in a final judgment. If any investigative, judicial, or administrative proceeding arising from any other Indemnified Party. Without limiting the generality of the foregoingforegoing 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, Seller agrees suit, or proceeding or cause the same to hold Buyer harmless from be resisted and indemnify Buyer against all Indemnified Amounts with respect defended by counsel designated by Borrowers (which counsel shall be reasonably satisfactory to all Purchased Assets relating the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to or arising out cooperate in the defense of any violation such action, writ, or alleged violation proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any environmental lawlaw or public policy, rule or regulation or any consumer credit laws, including without limitation ERISA, each Borrower shall make the Truth in Lending Act and/or maximum contribution to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct payment and satisfaction of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever each of the account debtor or obligor thereunder, arising out Indemnified Liabilities that is permissible under applicable law. The obligations of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Borrowers under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.2 shall survive the termination of this Agreement and the repurchase by Seller of any or all discharge of the Purchased AssetsBorrowers’ other obligations hereunder.

Indemnity. (a) From and after the Closing, the Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s and hold harmless the Purchaser and its Affiliates and each of its their respective officers, directors, employees partners, members, managers and agents (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) ), to the fullest extent lawful, from and against any and all liabilitiesactions, obligationssuits, claims, proceedings, costs, losses, liabilities, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements), amounts paid in settlement and other costs (collectively, “Losses”) arising out of or disbursements resulting from (all i) any inaccuracy in or breach of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as representations or warranties made by the Seller in Article 2 of this Agreement shall no longer be or in effect any certificate delivered by or on behalf of the Seller pursuant to this Agreement, or (ii) any breach of agreements or covenants made by the Seller in this Agreement. (b) From and after the Transactions shall have been repaid in fullClosing, the Seller agrees to indemnify and hold harmless the Indemnified Parties for, from and against (i) be any and all liabilities for PRC Taxes imposed on upon, incurred by or asserted against any of the Indemnified Party in any way whatsoever Parties, arising out from or attributable to the receipt of or in connection with, or relating to, the Sale Shares by the Purchaser pursuant to this Agreement (the “Tax Liabilities”) and (ii) any costs or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense expenses (including reasonable attorneys’ fees), loss judgments, fines, losses, claims, interests, damages or damage suffered by reason of liabilities incurred in connection with any defenseclaim, set-offaction, counterclaimsuit, recoupment proceeding or reduction investigation, whether civil, criminal, administrative or liability whatsoever of the account debtor or obligor thereunderinvestigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liabilities for PRC Taxes suffered by any of the Indemnified Parties as a breach by Seller result of any obligation thereunder or arising out of any other agreementthe payments described in clause (i) above, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, including without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction any liability for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetswithholding Taxes.

Indemnity. Seller hereby agrees 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 indemnify Buyeran 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, Buyer’s designeeor manner of use or occupancy, Buyer’s Affiliates and each or conduct or management of its officersthe Premises or of any business therein; (iv) subject to the waiver of subrogation provisions of this Lease, directorsany act, employees and agents (“Indemnified Parties”) from and against any and all liabilitieserror, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales omission or other taxes that may be payable or determined to be payable with respect to negligence of any of the Purchased AssetsTenant Parties in, Purchased Items on or Collateral about the Premises or the Development; (v) the conduct of Tenant’s business; (vi) any alterations, activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or about the Premises or Development, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease including Hazardous Materials Laws (defined below); (vii) any breach or default by Tenant in the 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, but not limited to, any claims by another tenant resulting from a delay by Landlord in delivering possession of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding Premises to such tenant; (ix) any liens or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or encumbrances arising out of any violation work performed or alleged violation of materials furnished by or for Tenant; (x) commissions or other compensation or charges claimed by any environmental real estate broker or agent with respect to this Lease by, through or, under Tenant or, (xi) any matter enumerated in Paragraph 13(b) below. To the fullest extent permitted by law, rule or regulation or any consumer credit lawsLandlord shall, including without limitation ERISAat Landlord’s sole cost and expense, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and Indemnify Tenant Parties against all expense Claims arising from (including attorneys’ fees)i) any Personal Injury, loss Bodily Injury or damage suffered by reason of any defense, set-off, counterclaim, recoupment Property Damage whatsoever occurring in or reduction or liability whatsoever at the remainder of the account debtor or obligor thereunder, Development other than the Premises; (ii) any Bodily Injury to an employee of a Landlord Party arising out of a breach by Seller and in the course of employment of the employee and occurring anywhere in the Development outside the Premises; (iii) any breach, violation or nonperformance of any term, condition, covenant or other obligation thereunder 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 agreement, indebtedness compensation or liability at charges claimed by any time owing to real estate broker or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews agent with respect to the Purchased Assets (includingthis Lease by, without limitationthrough or, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLandlord.

Indemnity. Seller hereby agrees The Lessees each agree to indemnify Buyerand hold harmless the Series 2011-2 Letter of Credit Provider and, Buyer’s designeein their capacities as such, Buyer’s Affiliates and each of its officers, directors, employees shareholders, affiliates, controlling persons, employees, agents and agents (“Indemnified Parties”) servants of the Series 2011-2 Letter of Credit Provider, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, taxes costs or expenses whatsoever which the Series 2011-2 Letter of Credit Provider may incur or which may be claimed against the Series 2011-2 Letter of Credit Provider by any Person whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ reasonable fees and disbursementsexpenses of counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever each case arising out of or by reason of or in connection with, or in connection with the preparation of a defense of, any investigation, litigation or proceeding arising out of, relating toto or 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 Transactions hereunder other Related Document, or any action taken acts or omitted to be taken omissions of any of the Lessees in connection herewith or therewith, or any transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Lessees contained or incorporated by reference in any Related Document or the omission or alleged omission by any Indemnified Party of the Lessees to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading, except to the extent that such claim, damage, loss, liability, cost or expense is caused by the willful misconduct or gross negligence of the Series 2011-2 Letter of Credit Provider or a breach by the Series 2011-2 Letter of 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, and provided that any such Lessee shall be required to indemnify the Series 2011-2 Letter of Credit Provider, in connection with prosecuting or defending any of the foregoing; providedsuch claims, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including reasonable attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsexpenses.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall indemnify, Buyer’s designeedefend, Buyer’s Affiliates protect, hold harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and each of its in writing), defend Landlord, Landlord's Agents, and Landlord's officers, directors, employees shareholders, partners, employees, contractors, property managers, agents and agents (“Indemnified Parties”) mortgagees and other lien holders, from and against any and all liabilitiesLosses (as defined below), obligationswhenever such Losses arise, lossesarising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant's Parties of any of the requirements, damagesordinances, penaltiesstatutes, regulations or other laws referred to in this PARAGRAPH 11.B, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred prior to (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, taxes (including stampdirect or indirect, exciseknown or unknown, sales foreseen or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerunforeseen), feespenalties, costsfines, expenses (including attorneys’ fees liabilities, losses of every kind and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature (including, without limitation, such time as this Agreement shall no longer be property damage, diminution in effect value of Landlord's interest in the Premises, damages for the loss of restriction on 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 Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party costs of cleanup, remediation, removal and restoration, that are in any way whatsoever arising out of or in connection with, or relating to, this Agreement or related to any Transactions hereunder or any action taken or omitted to be taken matter covered by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforegoing indemnity.

Indemnity. Seller (a) Whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to indemnify Buyerdefend (subject to Indemnitees’ selection of counsel), Buyer’s designeeindemnify, Buyer’s pay and hold harmless, Lender, its Affiliates and each of its and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnified PartiesIndemnitee”) ), 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 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 all Indemnified Liabilities incurred by Indemnitees or any of them. “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, taxes claims (including stampenvironmental claims), excisecosts (including the costs of any investigation, sales study, sampling, testing, abatement, cleanup, removal, remediation or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any hazardous materials activity), expenses and disbursements of any kind or nature whatsoever (including the Purchased Assets, Purchased Items or Collateral or reasonable fees and disbursements of counsel for Indemnitees in connection with any of the transactions contemplated 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 Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costsindirect or consequential and whether based on any federal, expenses state or foreign laws, statutes, rules or regulations (including attorneys’ fees securities and disbursements) commercial laws, statutes, rules or disbursements (all of the foregoingregulations and environmental laws), collectively “Indemnified Amounts”) on common law or equitable cause or on contract or otherwise, that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasoni) and the enforcement this Agreement or the preservation of Buyer’s rights under this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby (including the Lender’s agreement to make Revolving Loans or Forbearance Period Advances or the use or intended use of the proceeds thereof, or any enforcement of any of the Transaction contemplated herebyDocuments (including the enforcement of any guaranty of the Obligations)) or (ii) any environmental claim or any hazardous materials activity relating to or arising from, including without limitation directly or indirectly, any past or present activity, operation, land ownership, or practice of the fees and disbursements Borrower or any of its counselSubsidiaries. Seller hereby acknowledges that the obligation Infinity Energy Resources, Inc. Infinity Oil and Gas of Seller hereunder is a recourse obligation Texas, Inc. Infinity Oil & Gas of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.Wyoming, Inc.

Indemnity. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Buyer, Buyer’s designeeits successors and assigns, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) harmless from and against and to reimburse Buyer with respect to any and all liabilitiesclaims, obligationsdemands, actions, causes of action, losses, damages, penaltiesliabilities, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement costs and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including without limitation reasonable attorneys’ ' fees and disbursementscourt costs and those fees and costs incurred upon any appeals) of any and every kind or disbursements (all of the foregoingcharacter, collectively “Indemnified Amounts”) that may known or unknown, fixed or contingent, asserted against or incurred or suffered by Buyer at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller under this Agreement, (c) except for the matters disclosed herein, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date of any Hazardous Material Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed presence on the Property or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting release from the gross negligence Property of Hazardous Materials disposed or willful misconduct otherwise released prior to the Closing Date) which results in a violation of Buyer a Hazardous Materials Law, regardless of whether the act, omission, event or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged circumstance constitute a violation of any environmental law, rule Hazardous Materials Law at the time of its existence or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Partyoccurrence. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any The provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reasonthis Section 14(m) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the repurchase benefit of Buyer, its successors and assigns, for a period of one (1) year after the Closing Date. Buyer may exercise any right or remedy Buyer may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligation required by Seller of any or all of the Purchased Assetsthis Section 14(m).

Indemnity. Seller hereby Lessee assumes and agrees to indemnify Buyerindemnify, Buyer’s designeedefend and keep harmless Lessor, Buyer’s Affiliates and each any assignee of Lessor's rights, obligations, title or interests under any Equipment Schedule, its officersagents and employees ("Indemnitees"), directors, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes Claims (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees such as may directly and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting proximately result from the gross negligence or willful misconduct of, such Indemnitees; provided, however, that Lessee expressly agrees to indemnify each such Indemnitee where the Claims arise in whole or in part from the simple negligence of Buyer such Indemnitee), by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, including Claims arising on account of (a) any Lease Document, or (b) the Equipment, or any other Indemnified Party. Without limiting part thereof, including the generality ordering, acquisition, delivery, installation or rejection of the foregoingEquipment, Seller agrees to hold Buyer harmless from the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and indemnify Buyer against all Indemnified Amounts by whomsoever owned, used or operated, during the term of any Equipment Schedule with respect to all Purchased Assets relating that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, or for whatever other reason whatsoever. It is the express intention of both Lessor and Lessee, that the indemnity provided for in this Section 14 includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees' own simple negligence, whether that negligence is the sole or arising out concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the Indemnitees are strictly liable. Lessor shall give Lessee prompt notice of any violation Claim hereby indemnified against and Lessee shall be entitled to control the defense thereof, so long as no default or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActDefault has occurred and is then continuing; provided, however, that Seller Lessor shall not be liable have the right to approve defense counsel selected by Lessee. For the purposes of this Lease, the term "Claims" shall mean all claims, allegations, ▇▇▇▇▇, judgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for losses resulting from compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the gross negligence or willful misconduct nature of Buyer or any other Indemnified Party. In any suitinterest, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderLiens, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense costs (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the ' fees and disbursements and any other legal or non-legal expenses of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller investigation or defense of any Claim, whether or all not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of the Purchased Assetswhatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person.

Indemnity. Seller hereby (i) The Grantor agrees to indemnify Buyerindemnify, Buyer’s designeepay and hold harmless the Beneficiary, Buyer’s Affiliates the Trustee and each of its the other Secured Parties and the officers, directors, employees employees, agents and agents Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (“Indemnified Parties”collectively, the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the foregoingIndenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided, however, that Seller the Grantor shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of Buyer that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which 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 other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller 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 indemnify Buyerdefend (subject to Indemnitees' selection of counsel), Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Agents and Lenders, and the officers, directors, employees trustees, employees, agents, advisors and agents Affiliates of Agents and Lenders (“Indemnified Parties”) collectively called the Indemnitees), from and against any and all 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 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, taxes claims (including stampEnvironmental Claims), excisecosts (including the costs of any investigation, sales study, sampling, testing, abatement, cleanup, removal, remediation or other taxes that may be payable response action necessary to remove, remediate, clean up or determined to be payable with respect to ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the Purchased Assets, Purchased Items or Collateral or reasonable fees and disbursements of counsel for Indemnitees (including allocated costs of internal counsel) in connection with any of the transactions contemplated 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 Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerindemnity), feeswhether direct, costs, expenses indirect or consequential and whether based on any Applicable Laws (including attorneys’ fees and disbursements) Environmental Laws), on common law or disbursements (all of the foregoingequitable cause or on contract or otherwise, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitee, in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds thereof, or any violation or alleged violation enforcement of any environmental lawof the Loan Documents (including any sale of, rule collection from, or regulation other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty)), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto, or (iii) any Environmental Claim or any consumer credit lawsHazardous Materials Activity relating to or arising from, including without limitation ERISAdirectly or indirectly, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedany past or present activity, that Seller shall not be liable for losses resulting from the gross negligence operation, land ownership, or willful misconduct practice of Buyer Company or any other Indemnified Partyof its Subsidiaries. In any suitTo the extent that the undertakings to defend, proceeding indemnify, pay and hold harmless set forth in this subsection 10.3 may be unenforceable in whole or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions part because they are violative of any Purchased AssetApplicable Law or public policy, Seller will save, indemnify Company shall contribute the maximum portion that it is permitted to pay and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect satisfy under Applicable Law to the Purchased Assets (including, without limitation, those payment and satisfaction of all Indemnified Liabilities incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for by Indemnitees or any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Joint Lead Arrangers and each Secured Party, as well as each Related Party and each assignee of its officers, directors, employees any of the foregoing Persons (each such Person and agents (each such assignee being called an “Indemnified PartiesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligationsclaims, lossescost recovery actions, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales expenses and liabilities of whatsoever nature or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement kind and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred and all applicable Taxes (other than Excluded Taxes) to which any Indemnitee may become subject resulting from or in connection with Buyer’s due diligence reviews with respect (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 consummation of the Transactions or any other transactions thereunder, (b) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom, including, subject to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation terms of Buyer’s rights under this Agreement, any Transaction Documents refusal by an LC Issuer 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 Transaction contemplated herebyalleged presence or release of Hazardous Materials on or from any property owned or operated by an Obligor, or any Environmental Liability related in any way to an Obligor, (d) any actual or prospective third party claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, or (e) the enforcement of any Indemnitee’s rights hereunder and any related assessment, investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of, or material breach of this Agreement, any other Loan Document or any other document, waiver or consent delivered in connection therewith by, such Indemnitee. The Borrower will have the right, at its expense, to assume the defence of any third party claim, litigation, investigation or proceeding relating to the foregoing (including without limitation settlement on terms approved by the 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 disbursements expenses of its counsel. Seller hereby acknowledges such counsel shall be at the expense of such Indemnitee unless (i) the Borrower has failed promptly to assume the defence and employ counsel satisfactory to the Administrative Agent, acting reasonably, or (ii) such Indemnitee shall have been advised by counsel that there exist actual or potential conflicting interests between the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement Borrower and the repurchase by Seller of any or all of the Purchased Assets.such Indemnitee;

Indemnity. Seller hereby agrees Subject only to indemnify Buyerthose rights expressly reserved to Landlord under this Lease, Buyer’s designeeTenant shall have exclusive control of the Premises and all areas pertaining thereto including all appurtenances, Buyer’s Affiliates improvements, utilities, water bodies, grounds, sidewalks, walkways, driveways and each parking facilities on the Land, and Tenant shall bear the sole risk of all related tort liabilities. To the maximum extent permitted by applicable law, Tenant shall indemnify, save harmless and defend Landlord, its beneficiaries and affiliates, all Landlord's mortgagees, any ground lessors, and the officers, directors, stockholders, members, managers, trustees, partners, agents, and employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to of any of the Purchased Assetsforegoing and any other persons reasonably designated by Landlord from time to time as having a relationship to the Premises ("Indemnitees") from all liability, Purchased Items claim, damage, cost or Collateral loss (including reasonable fees of legal counsel of the Indemnitees' choice) arising in whole or in connection part out of, or in any manner connected with (i) any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerinjury (including death), feesloss, costs, expenses (including attorneys’ fees and disbursements) theft or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at damage to any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed person or property while on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withabout the Premises, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted except to be taken the extent caused directly by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the Landlord's gross negligence or willful misconduct of Buyer misconduct, or (ii) any other Indemnified Party. Without limiting the generality condition of the foregoingPremises, Seller agrees except to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the extent caused directly by Landlord's gross negligence or willful misconduct of Buyer misconduct, or the possession and use thereof or any other Indemnified Party. In any suit, proceeding activity permitted or action brought by Buyer in connection with any Purchased Asset for any sum owing thereundersuffered thereon (including hazardous materials or hazardous materials activities), or to enforce (iii) any provisions breach of any Purchased Assetcovenant, Seller will saverepresentation or certification by Tenant or persons acting under Tenant, indemnify and hold Buyer harmless from and against all expense the consequences of any such breach (including attorneys’ feesfor failure to timely pay Taxes and Impositions and third party claims), loss or damage suffered by reason (iv) any liability imputed to any Indemnitees because of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever Landlord's ownership of the account debtor Premises, or obligor thereunder(v) any act or omission anywhere by Tenant or persons acting under Tenant, arising out in each case paying the same to Landlord on demand as Additional Rent. Without implying that other covenants do not survive, the covenants of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTerm.

Indemnity. Seller hereby In addition to all other Indebtedness, the Personal Guarantor agrees to defend, protect, indemnify Buyerand hold harmless the Lender, Buyer’s designee, Buyer’s Affiliates and each all of its respective Affiliates, Subsidiaries, officers, directors, employees employees, attorneys, accountants, consultants, agents and agents any controlling Persons (collectively the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actionsfees, judgmentscosts, suitsexpenses and settlement agreements, taxes joint and several (including stampincluding, excisewithout limitation, sales or other taxes that may be payable or determined to be payable with respect to reasonable attorneys’ and paralegals’ fees, costs and expenses) incurred by any of the Purchased AssetsIndemnified Parties, Purchased Items whether prior to or Collateral from and after the date hereof, as a result of or arising from or relating to (i) any due diligence effort (including, without limitation, public record search, recording fees, examinations and investigations of the properties of the Personal Guarantor, and the Personal Guarantor Collateral), negotiation, preparation, execution and/or performance of the Personal Guaranty or any of the Loan Documents or of any document executed in connection with the transactions contemplated thereby and the perfection of Lender’s Liens in the Personal Guarantor Collateral, and any and all amendments, modifications, and supplements of any of the Loan Documents or restructuring of the Indebtedness, (ii) any suit, investigation, action or proceeding by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute, regulation or common law principle, arising from or in connection with any of the Loan Documents and/or Lender’s furnishing of funds to the Borrower, (iii) the Lender’s preservation, administration and enforcement of its rights under the Personal Guaranty and Loan Documents and applicable law, including the reasonable fees to collect the outstanding Indebtedness, including but not limited to attorneys fees and disbursements, whether suit be brought or not and whether incurred at trial or on appeal, and all costs of repossession, storage, disposition, protection and collection of Collateral, (iv) periodic field exams, audits and appraisals performed by the Lender, as permitted herein; and/or (v) any matter relating to the financing transactions contemplated by this Agreement and the documents delivered Loan Documents or by any document executed in connection herewithwith the transactions contemplated thereby, other than incomefor such loss, withholding damage, liability, obligation, penalty, fee, cost or other taxes imposed upon Buyer)expense, fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting which arise from the an Indemnified Parties’ gross negligence or willful misconduct of Buyer or any other misconduct. No Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller Party shall not be liable for losses resulting any direct or consequential damages that arise from or are related to this Personal Guarantor Security Agreement, the gross negligence or willful misconduct of Buyer Personal Guaranty or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerLoan Documents. Seller also agrees to reimburse Buyer as and when billed by Buyer All obligations for indemnification hereunder for all Buyer’s reasonable of the foregoing losses, damages, liabilities, obligations, penalties, fees, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to shall be part of the Purchased Assets (includingIndebtedness, without limitationsecured by the Personal Guarantor Collateral, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if chargeable against the underlying prospective Transaction for which they were incurred does not take place for any reason) and loan accounts of the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counselPersonal Guarantor. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 The indemnity herein shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsPersonal Guarantor Security Agreement.

Indemnity. Seller hereby agrees In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify Buyerthe Subscription Receipt Agent and its affiliates, Buyer’s designeetheir successors and assigns, Buyer’s Affiliates and each of its their directors, officers, directors, employees and agents (the “Indemnified Parties”) and save them harmless from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, judgmentscauses of action, suits, taxes proceedings, liabilities, damages (excluding loss of profits and consequential damages), costs, charges, assessments, judgments and expenses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever those arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action related to actions taken or omitted to be taken by any the Indemnified Party under or Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any 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 foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality execution of the foregoingSubscription Receipt Agent’s duties, Seller agrees and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to hold Buyer harmless this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and indemnify Buyer including any action or liability brought against all or incurred by the Indemnified Amounts with respect to all Purchased Assets relating Parties in relation to or arising out of any violation or alleged violation breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any environmental lawrepresentations of any third parties and regardless of any liability of third parties to the Indemnified Parties, rule or regulation or any consumer credit laws, including and shall accrue and become enforceable without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer prior demand or any other Indemnified Partyprecedent action or proceeding. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of Notwithstanding any other agreementprovision hereof, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees 1.1 Subject to §1.2, and §2.6(b) below the Indemnitor shall indemnify Buyerand save harmless the Indemnitee, Buyerand the Indemnitee’s designeesuccessors, Buyer’s Affiliates heirs and each of its officerspersonal representatives (together with the Indemnitee, directors, employees and agents (the “Indemnified Parties”) from against and against from: (a) any and all liabilitiesactions and claims, obligationswhether current, lossesthreatened, pending or completed, whether civil, criminal, quasi-criminal or administrative, of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnified Parties in connection with the Indemnitee’s execution of the duties of his office held as an officer or director with the Indemnitor or any affiliate of the Indemnitor from time to time; (b) any and all costs, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costscharges, expenses (including attorneys’ legal fees and disbursements) , on a full indemnity basis), fines, liabilities (statutory or disbursements (all otherwise), losses and penalties which the Indemnitee may sustain, incur or be liable for in consequence of his acting as a director or officer of the foregoingIndemnitor or any affiliate of the Indemnitor from time to time, collectively “Indemnified Amounts”whether sustained or incurred by reason of the Indemnitee’s negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affiliates from time to time, or any of their respective affairs; (c) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from any and indemnify Buyer against all costs, damages, charges, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnified Amounts with respect to all Purchased Assets relating to Parties may sustain, incur or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from as a result of or arising by operation of statute and incurred by or imposed upon the gross negligence Indemnified Parties in relation to the affairs of the Company in the Indemnitee’s capacity as director or willful misconduct of Buyer officer, including but not limited to, all statutory obligations to creditors, employees, suppliers, contractors, subcontractors and any government or any other Indemnified Party. In any suit, proceeding agency or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions division of any Purchased Assetgovernment, Seller will savewhether federal, indemnify and hold Buyer harmless from and against all expense provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter; and (including attorneys’ fees), loss or damage suffered by reason of d) without in any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever way limiting the generality of the account debtor foregoing, the Indemnitor agrees that should any payment or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred reimbursement made pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees payment of insurance premiums or any payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be necessary to ensure that the amount received by or on behalf of the Indemnified Parties, after the payment of or withholding for such tax, fully reimburses the Indemnified Parties for the actual cost, expense or liability incurred by or on his or her behalf. 1.2 Notwithstanding the provisions of §1.1, the Indemnitor shall not be obligated to indemnify or save harmless the Indemnified Parties against and disbursements from any action, claim, cost, damage, charge, expense, fine, liability, loss or penalty: (a) if in respect thereof the Indemnitee failed to act honestly and in good faith with a view to the best interests of the Indemnitor or its counselaffiliate as the case may be ; (b) in the case of a criminal or administrative action or proceeding, if the Indemnitee did not have reasonable grounds for believing that his conduct was lawful; (c) arising out of any act, error or omission of the Indemnitee that is fraudulent or malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or intent; or (d) for which he is entitled to indemnity pursuant to any valid and collectible policy of insurance, to the extent of such insurance. Seller hereby acknowledges that Where partial indemnity is provided by such policy of insurance, the obligation of Seller hereunder the Indemnitor under §1.1 shall continue in effect but be limited to that portion of the liability for which indemnity is not provided by such policy. 1.3 The determination of any claim by judgment, order, settlement or conviction, or upon a recourse obligation plea of Seller. This Article 24 shall survive “nolo contendere” or its equivalent, will not, of itself, create any presumption for the termination purposes of this Agreement that the Indemnitee did not act honestly and in good faith with a view to the repurchase by Seller of any or all best interests of the Purchased AssetsIndemnitor or with the care, diligence, and skill of a reasonably prudent person or, in the case of a criminal or administrative action or proceeding, that he or she did not have reasonable grounds for believing that his conduct was lawful (unless the judgment or order of a court specifically finds otherwise) or that the Indemnitee had committed wilful neglect or gross default.

Indemnity. Seller hereby agrees Tenant for itself and its successors and assigns undertakes to indemnify Buyerprotect, Buyer’s designeeindemnify, Buyer’s Affiliates save and each of defend Landlord, its officersagents, employees, directors, employees officers, shareholders, affiliates, consultants, independent contractors, successors and agents assigns (“Indemnified Parties”collectively the "Indemnitees") harmless from and against any and all liabilitiesliability, obligationsloss, lossesdamage and expense, damagesincluding reasonable attorneys' fees, penaltiesclaims, actionssuits and judgments that Landlord or any other Indemnitee, judgmentswhether as Landlord or otherwise, suitsmay suffer as a result of, taxes or with respect to: A. The violation by Tenant or Tenant's agents, employees, invitees, licensees or contractors of any Environmental Law, including the assertion of any lien thereunder and any suit brought or judgment rendered regardless of whether the action was commenced by a citizen (as authorized under the Environmental Laws) or by a government agency; B. To the extent caused, directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, any spill or release of or the presence of any Hazardous Waste affecting the Project whether or not the same originates or emanates from the Project or any contiguous real estate, including stampany loss of value of the Project as a result of a spill or release of or the presence of any Hazardous Waste; C. To the extent caused, excisedirectly or indirectly by Tenant or Tenant's agents, sales employees, invitees, licensees or contractors, any other matter affecting the Project within the jurisdiction of the United States Environmental Protection Agency, the Nevada State Environmental Commission, the Nevada Department of Conservation and Natural Resources, or the Nevada Department of Commerce, including costs of investigations, remedial action, or other taxes that may be payable response costs whether such costs are incurred by the United States Government, the State of Nevada, or determined to be payable with respect to any of Indemnitee; D. To the Purchased Assetsextent caused, Purchased Items directly or Collateral indirectly by Tenant or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithTenant's agents, other than incomeemployees, withholding invitees, licensees or other taxes imposed upon Buyer)contractors, fees, liability for clean-up costs, expenses (including attorneys’ fees and disbursements) fines, damages or disbursements (all penalties incurred pursuant to the provisions of any applicable Environmental Law; and E. To the foregoingextent caused, collectively “Indemnified Amounts”) that may at directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, liability for personal injury or property damage arising under any time (statutory or common-law tort theory, including, without limitation, such time as this Agreement shall no longer be in effect and damages assessed for the Transactions shall have been repaid in full) be imposed on maintenance of a public or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withprivate nuisance, or relating tofor the carrying of an abnormally dangerous activity, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsresponse costs.

Indemnity. Seller hereby agrees The Borrower, the Company and the other Credit Parties further agree, jointly and severally, to defend, protect, indemnify Buyerand hold harmless the Collateral Agent and each and all of the holders of Notes, Buyer’s designee, Buyer’s each of their respective Affiliates and each of its their respective officers, directors, employees employees, attorneys and agents (collectively the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the reasonable fees and expenses of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated as a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation this Agreement or any consumer credit laws, including without limitation ERISA, other Related Document (collectively the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Matters”); provided, however, that Seller shall not be liable for losses resulting from neither the gross negligence or willful misconduct of Buyer Borrower, the Company or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or Credit Party shall have an obligation to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews an Indemnitee hereunder with respect to Indemnified Matters caused or resulting from (a) a dispute among the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for Purchasers or a dispute between any reason) Purchaser and the enforcement Collateral Agent, or (b) the preservation willful misconduct or gross negligence of Buyer’s rights such Indemnitee. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower, the Company and the other Credit Parties shall contribute the maximum portion which it is permitted to pay and satisfy under this Agreementthe applicable law, any Transaction Documents or Transaction contemplated hereby, including without limitation to the fees payment and disbursements satisfaction of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Sellerall Indemnified Matters incurred by Indemnities. This Article 24 Section 14 shall survive the payment of the Obligations and the termination of this Agreement and the repurchase by Seller of or any or all of the Purchased Assetsother Related Document.

Indemnity. Seller hereby agrees 9.1 The provisions of this Clause are without prejudice to any other limitation of liability or indemnity given in favour of Vistra and / or the Employees in any Agreement. 9.2 The provisions of this Clause shall: (a) remain in full force and effect notwithstanding: (i) any Termination; (ii) termination of the engagement with the Client; or (iii) revocation or amendment of the Terms of Business; (b) continue as to any person who has ceased to be an Employee; and (c) shall inure to the benefit of heirs, executors and administrators of Employees. 9.3 Neither Vistra nor any Employee shall be liable to any Entity or Client for any loss or damage of whatsoever nature suffered by such Entity or Client out of or in connection with the Services, other than liabilities arising solely from the fraud, wilful misconduct or gross negligence of or on the part of Vistra, or any Employee. 9.4 The Client and each Entity undertake at all times to hold Vistra and the Employees harmless and to indemnify Buyerthem to the greatest extent permitted by law in respect of each Entity to which Vistra provides Services, Buyer’s designeeagainst all actions, Buyer’s Affiliates suits, proceedings including costs of investigation and each of its officersproceedings, directorsdemands, employees and agents (“Indemnified Parties”) from and against any and all liabilitiescosts, obligations, lossesclaims, damages, penalties, taxes, expenses and liabilities whatsoever which may arise from any actions, judgmentsproceedings, suitsaccounts, taxes (including stampclaims or demands brought or made against Vistra and / or the Employees, exciseother than liabilities arising from the fraud, sales wilful default or gross negligence of Vistra or the Employee. 9.5 In order to keep Vistra and each Employee indemnified against liability, the Client hereby authorises Vistra to make withdrawals from the funds of the Entity as may be necessary to keep adequate reserve and make payment of such reserve for the settlement of any tax or other taxes dues that may be payable due by the Entity. 9.6 The Client and the Entity hereby warrant and undertake that neither they nor any other company affiliated to them, nor any other third parties, whether individuals or determined to be payable with respect to otherwise having a direct or indirect interest in the Entity, shall hold Vistra or any of Employee liable on the Purchased Assetsbasis of, Purchased Items or Collateral or in connection with this Agreement, the performance of any services by Vistra or any other basis whatsoever. 9.7 Provided that any such liability arising from a fraudulent or grossly negligent act, or wilful misconduct on the part of Vistra shall remain at the transactions contemplated charge of Vistra, as long as such acts or misconduct have been established by this Agreement and a final judgement of a competent court of Malta. 9.8 Neither Vistra nor any Employee shall be held liable for any failure or delay in the documents delivered performance of its obligations in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time with circumstances beyond its reasonable control (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on acts of God, civil or asserted against any Indemnified Party in any way whatsoever arising out military disturbances, outbreaks of or in connection withwar, or relating toacts of terrorism, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any natural disaster, act of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer government or any other Indemnified Party. Without limiting authority, accidents, labour disputes or any power, telecommunications or computer failure). 9.9 Vistra shall, in the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out event of any violation seriously disruptive event occurring at the offices of Vistra, in Malta or alleged violation elsewhere, endeavour to restore the provision of Services as soon as practicable. 9.10 Nothing in this Clause shall limit or exclude any environmental law, rule liability which cannot lawfully be limited or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsexcluded.

Indemnity. Seller hereby agrees to In any action, proceeding or claim brought or asserted by a third party, Manager will defend, indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each hold Owner (and any of its Affiliates, their respective directors, trustees, officers, directorsshareholders, employees and agents 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 Owner’s reasonable instructions or gross negligence, fraud, or willful misconduct, except to the extent caused by Owner’s breach of any material term of this Agreement, gross negligence, fraud or willful misconduct. Owner will defend, indemnify, and hold Manager (“Indemnified Parties”and any of its Affiliates, their respective directors, trustees, officers, shareholders, employees and agents) harmless, from and against any and all liabilitiesclaims, obligationsexpenses, lossescosts, damages, penaltiessuits, actions, judgmentsproceedings, suitsdemands, taxes (including stampor liabilities that are asserted against, exciseor 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, sales or other taxes that may be payable in the case of an action, proceeding or determined claim brought or asserted by a third party against any of them as a result of Owner’s breach of any material term of this Agreement, violation of Legal Requirements, instructions to be payable Manager to act or not act with respect to the relevant matter or gross negligence, fraud 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 Owner’s reasonable instructions, gross negligence, fraud or willful misconduct. The scope of the Purchased Assets, Purchased Items or Collateral or foregoing indemnities includes any and all costs and expenses properly incurred in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at proceedings to defend any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunderindemnified claim, or to enforce the indemnity, or both. Recovery upon an indemnity contained in this Agreement shall be reduced dollar-for-dollar by any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered applicable insurance collected by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews indemnified party with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase claims covered by Seller of any or all of the Purchased Assetssuch indemnity.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall indemnify, Buyer’s designeedefend, Buyer’s Affiliates protect, hold --------- harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and each of its in writing), defend Landlord, Landlord's Agents, and Landlord's officers, directors, employees shareholders, partners, employees, contractors, property managers, agents and agents (“Indemnified Parties”) mortgagees and other lien holders, from and against any and all liabilitiesLosses (as defined below), obligationswhenever such Losses arise, lossesarising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant's Parties of any of the requirements, damagesordinances, statutes, regulations or other laws referred to in this Paragraph 11.b, including, without limitation, the -------------- Environmental Laws, whether such violation or alleged violation occurred prior to, 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, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, actionsfines, judgmentsliabilities, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any losses of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement every kind and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature (including, without limitation, such time as this Agreement shall no longer be property damage, diminution in effect value of Landlord's interest in the Premises, damages for the loss of restriction on 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, attorneys' and consultants' fees and expenses, and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party costs of cleanup, remediation, removal and restoration, that are in any way whatsoever arising out of or in connection with, or relating to, this Agreement or related to any Transactions hereunder or any action taken or omitted to be taken matter covered by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforegoing indemnity.

Indemnity. Seller hereby agrees to The Makers shall jointly and severally indemnify Buyerand hold harmless the Lender, Buyer’s designeeits successors, Buyer’s Affiliates and each of its assigns, officers, directorsshareholders, employees agents and agents (“Indemnified Parties”) employees, from and against any and all liabilitiesclaims, obligationsactions, lossessuits, proceedings, costs, expenses, damages, penaltiesfines, actionspenalties and liabilities, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect reasonable attorneys’ fees and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever costs, arising out of of, connected with or in connection with, resulting from (a) this Note or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoingother Loan Instruments, (b) the Lender’s preservation or attempted preservation of any of the collateral taken pursuant to any of the Loan Instruments, and/or (c) any failure of the security interests and liens granted to the Lender pursuant to the Loan Instruments to be or to remain perfected or to have the priority as contemplated herein and in the Loan Instrument; provided, that Seller however, the Makers shall not be liable have any obligation to indemnify the Lender for losses resulting any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or have arisen solely and completely from the any gross negligence or willful misconduct of Buyer or any other Indemnified Partycommitted by the Lender. Without limiting At the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISALender’s request, the Truth Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in Lending Act and/or any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Real Estate Settlement Procedures ActLender in any such action, plus all attorneys’ fees and costs related thereto to the extent permitted by applicable law; provided, however, that Seller the Lender shall give the Makers (to the extent the Lender seeks indemnification from the Makers under this section) prompt written notice of any such claim, demand or suit after the Lender has received written notice thereof, and the Lender shall not be liable for losses resulting settle any such claim, demand or suit, if the Lender seeks indemnification therefor from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suitMakers, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or without first giving notice to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever the Makers of the account debtor or obligor thereunder, arising out Lender’s desire to settle and obtaining the consent of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect the Makers to the Purchased Assets (includingsame, without limitation, those incurred pursuant which consent the Makers hereby agree not to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if unreasonably withhold. All obligations of the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights Makers under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 section shall survive the termination of this Agreement and the repurchase by Seller of any or all payment of the Purchased AssetsNote.

Indemnity. Seller hereby agrees to The Borrower shall indemnify Buyerthe Administrative Agent, Buyer’s designee, Buyer’s Affiliates each Joint Lead Arranger and each Lender, and each Related Party of its officers, directors, employees and agents any of the foregoing Persons (each such Person being called an “Indemnified PartiesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitiesLiabilities and related expenses, obligationsincluding the reasonable and documented fees, losses, damages, penalties, actions, judgments, suits, taxes charges and disbursements of any counsel for any Indemnitee (including stamp, excise, sales or other taxes that may be payable or determined not to be payable with respect to any include allocated costs of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerinternal counsel), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted against any Indemnified Party Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) 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 Subsidiaries, or any Environmental Liability related in any way whatsoever arising to the Borrower or any of the Subsidiaries; provided that any such losses, claims, damages, liabilities and expenses arise out of or in connection withwith such Indemnitee’s acting as Administrative Agent or a Lender under this Agreement, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; providedprovided that such indemnity set forth in the foregoing clauses (i), (ii), (iii) and (iv) shall not, as to any Indemnitee, be available to the extent that Seller such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to (x) have resulted from (A) the willful misconduct or gross negligence of such Indemnitee or (B) a material breach of the funding obligation of such Indemnitee or any of such Indemnitee’s Affiliates hereunder, or (y) have not resulted from an act or omission by the Borrower or any of its Affiliates and have been brought by an Indemnitee against any other Indemnitee (other than any claims against the Administrative Agent or the Joint Lead Arrangers in their capacities or in fulfilling their roles as a Joint Lead Arranger or the Administrative Agent hereunder). The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. Anything in this Section 9.3(c) to the contrary notwithstanding, the Borrower shall not be liable for losses resulting from the gross negligence fees and expenses of more than one primary outside counsel for all Indemnitees in connection with the defense of any action for which indemnification is sought hereunder (provided that if there is an actual or willful misconduct perceived conflict of Buyer or interest among the Indemnitees, the Borrower shall be liable for the fees and expenses of one additional counsel and if necessary, a single firm of local counsel to the Indemnitees in each appropriate jurisdiction). The Borrower shall have no obligation to any Indemnitee under this Section 9.3(b) for matters for which such Indemnitee has been fully compensated pursuant to any other Indemnified Partyprovision of this Agreement. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts This Section 9.3(b) shall not apply with respect to all Purchased Assets relating to or Taxes other than any Taxes that represent losses, claims, damages, etc. arising out of from any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTax claim.

Indemnity. Seller hereby agrees to indemnify BuyerTenant shall indemnify, Buyer’s designeedefend, Buyer’s Affiliates protect, hold harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and each of its in writing), defend Landlord, Landlord's Agents, and Landlord's officers, directors, employees shareholders, partners, employees, contractors, property managers, agents and agents (“Indemnified Parties”) mortgagees and other lien holders, from and against any and all liabilitiesLosses (as defined below), obligationswhenever such Losses arise, lossesarising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant's Parties of any of the requirements, damagesordinances, penaltiesstatutes, regulations or other laws referred to in this Paragraph 11.b, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred prior to, 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, taxes (including stampdirect or indirect, exciseknown or unknown, sales foreseen or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerunforeseen), feespenalties, costsfines, expenses (including attorneys’ fees liabilities, losses of every kind and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature (including, without limitation, such time as this Agreement shall no longer be property damage, diminution in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-value of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby agrees In addition to indemnify Buyerthe payment of expenses pursuant to Section 8.5, Buyer’s designeethe Borrower shall indemnify, Buyer’s Affiliates defend and each hold harmless the Lender, and any of its parent corporations, subsidiary corporations, successor corporations, and all present and future officers, directors, employees employees, attorneys and agents of the foregoing (“Indemnified Parties”the "Indemnitees") from and against any of the following (collectively, "Indemnified Liabilities"): (a) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances; (b) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Section 5.13 proves to be incorrect in any respect or as a result of any violation of the covenant contained in Section 6.12(b) ; and (c) Any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs and expenses of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel) in connection with the foregoing and any of the transactions contemplated other investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which are imposed on, incurred by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever such Indemnitee, related to or arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any the making of the Advances and the Loan Documents or the use or intended use of the proceeds of the Advances. Notwithstanding the foregoing; provided, that Seller the Borrower shall not be liable obligated to indemnify any Indemnitee for losses resulting from any Indemnified Liability caused by the bad faith, gross negligence or willful misconduct of Buyer such Indemnitee. If any investigative, judicial or administrative proceeding arising from any other Indemnified Party. Without limiting the generality of the foregoingforegoing is brought against any Indemnitee, Seller agrees upon such Indemnitee’s request, the Borrower, or counsel designated by the Borrower and satisfactory to hold Buyer harmless from the Indemnitee, will resist and indemnify Buyer against all Indemnified Amounts with respect defend such action, suit or proceeding to all Purchased Assets relating the extent and in the manner directed by the Indemnitee, at the Borrower’s sole costs and expense. Each Indemnitee will use its best efforts to or arising out cooperate in the defense of any violation such action, suit or alleged violation of proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any environmental law, rule law or regulation or any consumer credit laws, including without limitation ERISApublic policy, the Truth in Lending Act and/or Borrower shall nevertheless make the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from maximum contribution to the gross negligence or willful misconduct payment and satisfaction of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever each of the account debtor or obligor thereunder, arising out of a breach by Seller of any Indemnified Liabilities which is permissible under applicable law. The Borrower’s obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 8.6 shall survive the termination of this Agreement and the repurchase by Seller of any or all discharge of the Purchased AssetsBorrower’s other obligations hereunder for a period of three (3) years.

Indemnity. Seller (a) The Corporation and its subsidiaries or affiliated companies (the “Indemnitor”), as the case may be, hereby agrees agree to indemnify Buyerand hold the Agent, Buyer’s designeeand its subsidiaries or affiliates, Buyer’s Affiliates and each of its their directors, officers, directors, employees and agents (hereinafter referred to as the “Indemnified PartiesPersonnel”) harmless from and against any and all liabilitiesexpenses, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerloss of profits), fees, costsclaims, expenses actions (including attorneys’ shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and disbursements) or disbursements (all expenses of the foregoingtheir counsel, collectively “Indemnified Amounts”) that may at be incurred in advising with respect to and/or defending any time (includingactual or threatened claims, without limitationactions, such time as this Agreement shall no longer be in effect and suits, investigations or proceedings to which the Transactions shall have been repaid in full) be imposed on Agent and/or its Personnel may become subject or asserted against any Indemnified Party otherwise involved in any way whatsoever arising capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or in connection withare based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any of such actions, suits, investigations, proceedings or claims that may be made against the foregoing; Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that Seller this indemnity shall not be liable for losses resulting from apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence negligence, wilful misconduct or willful misconduct of Buyer or any other Indemnified Partyfraud referred to in (i). Without limiting the generality of the foregoing, Seller agrees 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 events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation the Agent or any consumer credit lawsPersonnel harmless as a result of such expense, including without limitation ERISAloss, claim, damage or liability, then the Truth Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in Lending Act such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence Agent by any governmental commission or willful misconduct of Buyer regulatory authority or any stock exchange or other Indemnified Party. In entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any suit, proceeding or action brought by Buyer Personnel of the Agent shall be required to testify in connection with any Purchased Asset for any sum owing thereundertherewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of the performance of professional services rendered to the Indemnitor by the Agent or any defensePersonnel, set-offthen 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, counterclaim, recoupment or reduction or liability whatsoever of and the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor reasonable fees and expenses of such account debtor or obligor or its successors from Seller. Seller also agrees counsel as well as the reasonable costs (including an amount to reimburse Buyer as and when billed the Agent for time spent by Buyer for all Buyerthe Agent’s reasonable costs Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection with Buyertherewith 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 Agent’s due diligence reviews with 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 Purchased Assets 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 (includingbut 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 limitationthe prior written consent of the Agent and/or any Personnel, those incurred pursuant to Article 25 as applicable, and Article 3 (includingnone of the Agent and/or any Personnel, without limitationas applicable, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place shall be liable for any reasonsettlement 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. (e) The indemnity and contribution obligations of the enforcement or Indemnitor shall be in addition to any liability which the preservation Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of Buyer’s rights under this Agreementthe Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any Transaction Documents or Transaction contemplated hereby, including without limitation of the fees and disbursements Personnel of its counselthe Agent. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby The Borrower further agrees to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and hold harmless the Agent and each and all of the Lenders and each of its their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, employees employees, attorneys and agents (“Indemnified Parties”including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (collectively, the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, the fees and disbursements of counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or Indemnitees in connection with any of the foregoing; providedinvestigative, that Seller administrative or judicial proceeding, whether or not such Indemnitees shall not be liable for losses resulting from the gross negligence designated a party thereto), imposed on, incurred by, or willful misconduct of Buyer or asserted against such Indemnitees in any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation or alleged violation of any environmental lawof: (i) this Agreement, rule or regulation the other Loan Documents or any consumer credit lawsof the Transaction Documents, including without limitation ERISAor any act, event or transaction related or attendant thereto or to the Stock Acquisition or Merger, the Truth making of the Loans, and the issuance of and participation in Lending Act and/or Letters of Credit hereunder, the Real Estate Settlement Procedures Act; providedmanagement of such Loans or Letters of Credit, that Seller shall not be liable for losses resulting from the gross negligence use or willful misconduct intended use of Buyer the proceeds of the Loans or Letters of Credit hereunder, or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor other transactions contemplated by the Transaction Documents; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or obligor thereunderwanton injury, arising out of a breach by Seller of any obligation thereunder damage or arising out of any other agreementthreat to the environment, indebtedness natural resources or liability at any time owing to public health or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable welfare, costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to Article 25 and Article 3 violation of any Environmental, Health or Safety Requirements of Law arising from or in connection with the past, present or future operations of Holdings, the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Borrower or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Borrower or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (includingcollectively, without limitationthe "Indemnified Matters"); provided, all Pre-Purchase Legal Expenseshowever, even if the underlying prospective Transaction for which they were incurred does not take place for Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused solely by or resulting solely from (x) a dispute among the Lenders or a dispute between any reason) Lender and the enforcement Agent, (y) a dispute between the Agent or any Lender and any participant or among them or (z) the preservation willful misconduct or Gross Negligence of Buyer’s rights under this Agreementsuch Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, any Transaction Documents or Transaction contemplated herebyin each case, including without limitation as determined by the fees final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and disbursements of its counsel. Seller hereby acknowledges that hold harmless set forth in the obligation of Seller hereunder preceding sentence may be unenforceable because it is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all of Indemnified Matters incurred by the Purchased AssetsIndemnitees.

Indemnity. Seller hereby agrees to indemnify BuyerExcepting for the willful acts or negligence of Landlord, Buyer’s designeeits agents and employees, Buyer’s Affiliates Tenant indemnifies and each of shall hold Landlord, its agents and employees, harmless from and defend Landlord, its agents, officers, directors, employees partners, attorneys and agents (“Indemnified Parties”) from and employees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales claims or other taxes that may be payable liability for injury or determined to be payable with respect death to any of person or damage to any property whatsoever: (a) either (i) occurring in, on, or about the Purchased AssetsPremises; or (ii) occurring in, Purchased Items on, or Collateral or in connection with about any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time facilities (including, without limitation, elevators, stairways, passageways or hallways) the use of which Tenant may have in conjunction with other occupants of the Building, when such time as this Agreement injury, death or damage shall no longer be caused in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of part or in connection withwhole by the act, neglect or fault of, or relating to, this Agreement or omission of any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts duty with respect to all Purchased Assets relating to the same by Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees; or (b) arising out 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 violation covenant or alleged violation agreement on the part of the Tenant to be performed pursuant to the terms of this Lease; or (d) otherwise arising from any environmental lawact or neglect of the Tenant, rule or regulation or any consumer credit lawsof its agents, including without limitation ERISAemployees, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actcontractors, invitees, licensees, tenants or assignees; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ costs, expenses, counsel fees), loss and court costs incurred or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred assessed in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsforegoing. Furthermore, in case any action or proceeding be brought against Landlord by reason of any claims or liability, Tenant agrees to cause such action or proceeding to be defended at Tenant's sole expense by counsel reasonably satisfactory to Landlord. The provisions of this Lease with respect to any 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 terms of this Lease.

Indemnity. Seller hereby agrees (a) In addition to indemnify Buyerthe payment of costs and expenses pursuant to Section 12.1, Buyer’s designeethe Companies agree, Buyer’s Affiliates jointly and severally to indemnify, pay and hold each Purchaser and each of Purchaser’s affiliates and such Purchaser and its Affiliates respective officers, directors, employees employees, attorneys, agents and agents other advisors (each, an “Indemnified PartiesParty”) ), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits and claims, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, all reasonable costs, expenses (including attorneys’ fees and disbursements) , of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel for such time as this Agreement shall no longer Indemnified Parties) that may be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party Party, in any way whatsoever each case arising out of or in connection withwith or by reason of, or relating in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to, or in connection with (i) this Agreement and the other Note Documents or any of the transactions contemplated hereby or thereby, (ii) any use or intended use of the proceeds of any of the Notes, or (iii) the actual or alleged presence of Hazardous Materials on any property of the Companies or any of their Subsidiaries or any Environmental Action relating in any way to the Companies or any of their Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by any Company, any of their Subsidiaries, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not any sale and purchase of the Notes pursuant to this Agreement is effected (collectively, the “Indemnified Liabilities”); provided that the Companies shall not have any obligation to any Indemnified Party hereunder with respect to any Indemnified Liabilities arising from the gross negligence willful misconduct or bad faith of such Indemnified Party as determined in a final, nonappealable judgment by a court of competent jurisdiction. (b) The Companies will not, without the prior written consent of the applicable Indemnified Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification of such Indemnified Party may be sought under subsection (a) of this Section 12.2 (whether or not such Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a full and unconditional release of such Indemnified Party from any and all claims against such Indemnified Party and any and all liabilities thereof arising out of or relating to such action, claim, suit or proceeding. (c) The Companies also agree not to assert any claim against any Purchaser or any of such Purchaser’s affiliates, or any of such Purchaser or its affiliates’ officers, directors, employees, attorneys, agents and other advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to (i) this Agreement or any Transactions hereunder of the other Note Documents, or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedtransactions contemplated hereby or thereby or (ii) any use or intended use of the proceeds of any of the Notes. (d) If and to the extent that the undertaking to indemnify, that Seller pay and hold harmless the Indemnified Parties set forth in this Section 12.2 is judicially determined to be unavailable to an Indemnified Party in respect of, or is insufficient with respect to, any liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims referred to herein, then, in lieu of indemnifying such Indemnified Party hereunder, the Companies shall not be liable for losses resulting from contribute to the gross negligence amount paid or willful misconduct payable by such Indemnified Party as a result of Buyer such liabilities, obligations, losses, damages, penalties, actions, judgments, suits or any other claims (and reasonable costs, expenses and disbursements relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Companies and their Subsidiaries, on the one hand, and such Indemnified Party. Without limiting , on the generality of the foregoingother hand, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all sale and purchase of the Purchased AssetsNotes or (ii) if the allocation provided by clause (i) of this subsection (d) is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Companies and their Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, in connection with such liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims, as well as any other relevant equitable considerations.

Indemnity. Seller hereby agrees to The Tenant shall promptly indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) save the Landlord harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) expenses, claims, suits or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or actions arising out of any breach, violation or alleged violation non-observance by the Tenant of any environmental lawof 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 systems, rule furnishings and amenities thereof, as a result of the willful or regulation negligent act or omission of the Tenant, its employees, agents, invitees or licensees; and 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 consumer credit lawspart 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, including without limitation ERISA, this indemnity shall survive the Truth in Lending Act and/or expiry or earlier termination of the Real Estate Settlement Procedures Act; provided, that Seller Term. The Landlord shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, promptly indemnify and hold Buyer save the Tenant harmless from any and against all expense (including attorneys’ fees)liabilities, loss damages, costs, expenses, claims, suits or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or actions arising out of any other agreementbreach, indebtedness violation or liability non-observance by the Landlord of any of 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 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 owing therefrom, occurring on or about the Property or Project or any part thereof (excluding however the Leased Premises), the whole save and except where such liabilities, damages, costs, expenses, claims, suits 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, in which case the foregoing indemnification by the Landlord shall not apply and Landlord will be released from any such 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 in favor deduct the amount of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s against any amounts owing or becoming due diligence reviews with respect to the Purchased Assets (includingLandlord by the Tenant. Notwithstanding anything else herein contained, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 indemnity shall survive the expiry or earlier termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsTerm.

Indemnity. Seller hereby The Borrower agrees to defend, protect, indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Lender and each and all of its officers, directors, employees employees, attorneys, affiliates, and agents (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), feesclaims, costs, expenses (including attorneys’ fees and disbursements) disbursements of any kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time nature whatsoever (including, without limitation, such time as this Agreement the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall no longer be in effect and the Transactions shall have been repaid in full) designated by a party thereto, or otherwise), which may be imposed on on, incurred by, or asserted against any Indemnified 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 way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets manner relating to or arising out of any violation this Agreement or alleged violation of any environmental lawthe other Financing Agreements, rule or regulation or any consumer credit lawsact, including without limitation ERISAevent or transaction related or attendant thereto, the Truth in Lending Act and/or making and the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever management of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets Loan (including, without limitation, those any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan hereunder; provided, that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred pursuant by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be paid to Article 25 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 Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if be secured by the underlying prospective Transaction for which they were incurred does not take place for any reason) Collateral and the enforcement or the preservation Real Property. The provisions of Buyer’s rights under and undertakings and indemnifications set out in this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby (a) The Borrower agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless each of the Holder, its affiliates and its controlling persons and their respective officers, directors, employees employees, partners, agents, controlling persons, members, advisors and agents other representatives (each, an “Indemnified PartiesIndemnitee”) from and against any and all liabilities, obligations, losses, damages, penaltiesclaims or out-of-pocket expenses (but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with the Transactions or any actual or prospective claim, actions, judgments, suits, taxes (including stampinquiries, exciselitigation, sales investigation or other taxes that may be payable or determined to be payable with respect proceeding relating to any of the Purchased Assetsforegoing whether based on contract, Purchased Items tort or Collateral any other theory (including any investigation of, preparation for, or in connection with defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by the Borrower, any of the transactions contemplated by this Agreement and Borrower’s Affiliates (as defined in the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursementsNote) or disbursements any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, collectively the “Indemnified AmountsLiabilities”) provided that may at such indemnity shall not, as to any time Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in fullx) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer such Indemnitee or of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or than any claims arising out of any violation act or alleged violation omission of any environmental law, rule or regulation the Borrower or any consumer credit laws, including of its Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActBorrower’s written consent; provided, however, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or forgoing indemnity will apply to any other Indemnified Party. In any suit, proceeding or action brought by Buyer such settlement in connection with any Purchased Asset for any sum owing thereunder, or the event the Borrower was offered the ability to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever assume the defense of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor action that was the subject matter of such account debtor or obligor or its successors from Sellersettlement and elected not to assume such defense. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s All amounts due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section 7(a) shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsbe paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request).

Indemnity. Seller In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to indemnify Buyerdefend, Buyer’s designeeindemnify, Buyer’s Affiliates pay and each of its hold harmless Administrative Agent and Lenders, and the officers, directors, employees partners, employees, agents and agents affiliates of Administrative Agent and Lenders (“Indemnified Parties”collectively called the "INDEMNITIES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs, expenses and disbursements of any kind or nature whatsoever (including stampwithout limitation the reasonable fees and disbursements of counsel for such Indemnities in connection with any investigative, exciseadministrative or judicial proceeding commenced or threatened by any Person, sales whether or other taxes 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 payable imposed on, incurred by, or determined asserted against any such Indemnitee, in any manner relating to be payable 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 statements contained in the commitment letter delivered by any Lender to Company with respect thereto (collectively called the "INDEMNIFIED LIABILITIES"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any of Indemnified Liabilities to the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “extent such Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting Liabilities arise solely from the gross negligence or willful misconduct of Buyer 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 Indemnities or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthem.

Indemnity. Seller 16.1 The Corporation and its subsidiaries or affiliated companies, as the case may be, (collectively, the "Indemnitor") hereby agrees agree to indemnify Buyerand hold the Agent, Buyer’s designeeeach of its subsidiaries and affiliates, Buyer’s Affiliates and each of its directors, officers, directors, employees and agents (“Indemnified Parties”hereinafter referred to as the "Personnel") harmless from and against any and all liabilitiesexpenses, obligations, losses, damages, penalties, actions, judgments, suits, taxes losses (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyerloss of profits), fees, costsclaims, expenses actions (including attorneys’ shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and disbursements) or disbursements (all expenses of the foregoingtheir counsel, collectively “Indemnified Amounts”) that may at be incurred in advising with respect to and/or defending any time (includingactual or threatened claims, without limitationactions, such time as this Agreement shall no longer be in effect and suits, investigations or proceedings to which the Transactions shall have been repaid in full) be imposed on Agent and/or its Personnel may become subject or asserted against any Indemnified Party otherwise involved in any way whatsoever arising capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or in connection withare based, directly or indirectly, upon the performance or professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any of such actions, suits, investigations, proceedings or claims that may be made against the foregoing; Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that Seller this indemnity shall not be liable for losses resulting from apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (a) the Agent and/or its Personnel has been grossly negligent or has committed wilful misconduct or any fraudulent act in the course of such performance; and (b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence negligence, wilful misconduct or willful misconduct of Buyer or any other Indemnified Party. fraud referred to in (a). 16.2 Without limiting the generality of the foregoing, Seller agrees 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 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 Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation the Agent or any consumer credit lawsPersonnel harmless as a result of such expense, including without limitation ERISAloss, claim, damage or liability, the Truth lndemnitor, the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in Lending Act and/or such proportion as is appropriate to reflect not only the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from relative benefits received by the gross negligence or willful misconduct of Buyer Indemnitor on the one hand and the Agent or any Personnel on the other Indemnified Party. In hand but also the relative fault of the Indemnitor and the Agent or any suitPersonnel, as well as any relevant equitable considerations; provided that the lndemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent pursuant to this Agreement. 16.3 The lndemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, the Agent, and/or any of their respective Personnel by any governmental commission or action brought by Buyer 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 Agent 's Personnel shall be required to testify in connection with any Purchased Asset for any sum owing thereundertherewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defensethe performance of professional services rendered to the Indemnitor, set-offthe Agent shall have the right to employ their own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, counterclaim, recoupment or reduction or liability whatsoever of and the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor reasonable fees and expenses of such account debtor or obligor or its successors from Seller. Seller also agrees counsel as well as the reasonable costs (including an amount to reimburse Buyer as and when billed the Agent for time spent by Buyer for all Buyer’s reasonable costs their Personnel in connection therewith) and out-of-pocket expenses incurred by their respective Personnel in connection with Buyer’s due diligence reviews with therewith shall be paid by the Indemnitor as they occur. 16.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the 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 Purchased Assets 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 (includingbut 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 limitationthe prior written consent of the Agent and/or any Personnel, those incurred pursuant to Article 25 as applicable, and Article 3 (includingnone of the Agent and/or any Personnel, without limitationas applicable, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place shall be liable for any reason) 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 enforcement right to appoint its or their own separate counsel at the preservation Indemnitor's cost provided the Agent acts reasonably in selecting such counsel. 16.5 The indemnity and contribution obligations of Buyer’s rights 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, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.

Indemnity. Seller hereby agrees In addition to indemnify Buyerits obligation to pay W▇▇▇▇ Fargo’s expenses under the terms of this Agreement, Buyer’s designeeCompany shall indemnify, Buyer’s Affiliates defend and each hold harmless W▇▇▇▇ Fargo, its parent W▇▇▇▇ Fargo & Company, and any of its officersaffiliates and successors, directorsand all of their present and future Officers, employees Directors, employees, attorneys and agents (the “Indemnified PartiesIndemnitees”) from and against any of the following (collectively, “Indemnified Liabilities”): (a) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances; (b) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Exhibit D proves to be incorrect in any respect or as a result of any violation of the covenants contained in Section 5.12; and (c) Any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs and expenses of any kind or nature whatsoever (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any the reasonable fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel) in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithany other investigative, other than incomeadministrative or judicial proceedings, withholding whether or other taxes imposed upon Buyer)not such Indemnitee shall be designated a party to such proceedings, fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that which may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by or asserted against any Indemnified Party such Indemnitee, in any way whatsoever manner related to or arising out of or in connection withwith the making of the Advances and the Loan Documents or the use or intended use of the proceeds of the Advances, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by with the exception of any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from Liability caused by the gross negligence or willful misconduct of Buyer an Indemnitee. If any investigative, judicial or administrative proceeding described in this Section is brought against any other Indemnified PartyIndemnitee, upon the Indemnitee’s request, Company, or counsel designated by Company and satisfactory to the Indemnitee, will resist and defend the action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at Company’s sole cost and expense. Without limiting Each Indemnitee will use its best efforts to cooperate in the generality defense of any such action, suit or proceeding. If this agreement to indemnify is held to be unenforceable because it violates any law or public policy, Company shall nevertheless make the maximum contribution to the payment and satisfaction of each of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect Liabilities to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyerextent permissible under applicable law. Company’s rights obligations under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 Section shall survive the termination of this Agreement and the repurchase by Seller discharge of any or all of the Purchased AssetsCompany’s other obligations under this Agreement.