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 hereby agrees To the fullest extent permitted by law, Vessel Owner shall indemnify, defend (with counsel satisfactory to indemnify BuyerCity) and hold harmless City, Buyer’s designeeits City Council, Buyer’s Affiliates boards and each of its commissions, officers, directorsagents, volunteers, and employees and agents (collectively, the “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 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 claims for bodily injury, death or asserted against any Indemnified Party in any way whatsoever arising out damage to property), demands, obligations, damages, actions, causes of or in connection withaction, or relating tosuits, 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; providedlosses, 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 foregoingjudgments, 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 administrative orders of any violation or alleged violation of any environmental lawnature, rule or regulation or any consumer credit lawsfines, including without limitation ERISApenalties, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; providedliabilities, 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 attorney’s fees, disbursements and court costs) of every kind and nature (individually, a Claim; collectively, “Claims”), which may arise from or in any manner relate (directly or indirectly) 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 (including the repurchase negligent and/or willful acts, errors and/or omissions of Vessel Owner, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or indirectly by Seller any of them or for whose acts they may be liable or any or all of them) and the Purchased Assetsfollowing: (i) Vessel Owner’s use, occupancy or possession of the Slip and Marina facilities, (ii) the entry by Vessel Owner, or any of its invitees on the Marina property, and (iii) Vessel Owner’s breach or failure to comply with any provision of this Agreement or the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any active or passive negligence or strict liability of obligations under this paragraph are joint and several with any person or entity owing any duty to indemnify, defend and hold harmless the Indemnified Parties, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Vessel Owner.

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 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 hold harmless Lender, and the officers, directors, employees employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnified PartiesIndemnitees” and individually, an “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 out-of-pocket 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 any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Seller no Borrower shall not be liable for losses resulting with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Buyer any such 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 and such Borrower is required to make a payment to any other Indemnified Party. Without limiting Indemnitee pursuant to this Section 8.2, such Borrower shall make the generality 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 Liabilities that is permissible under applicable law. The obligations 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 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 payment in full of the Purchased AssetsObligations.

Indemnity. Seller hereby agrees The Borrowers agree, jointly and severally, 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 Borrowers shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such 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 Borrowers 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 Borrowers, 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 agrees (a) Except with respect to indemnify Buyerthird party claims the subject of this Section, Buyer’s designeeneither Party shall be liable to the other in contract, Buyer’s tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other or its Affiliates of a direct nature where the same is a loss of turnover, profits, business or goodwill; or an indirect or consequential or punitive nature, including any indirect or consequential economic loss or other indirect or consequential loss of turnover, profits, loss of enterprise value, business or goodwill or otherwise. (b) AMT shall indemnify, defend and each of its officershold ST. JUDE, the American Lebanese Syrian Associated Charities, Inc. (ALSAC; a non-profit, 501(c)(3) corporation which supports ST. JUDE), their present and former trustees, directors, governors, officers, agents, faculty, employees and agents students (“Indemnified Partiesthe Indemnitees”) from and harmless as against any and all liabilitiesclaims, obligations, lossesdemands, damages, penaltiesjudgments, actionsfees (including reasonable attorneys fees), expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought by a third party as a consequence of the use of clinical data provided by ST. JUDE, the practice of the Patent Rights or the sale of Licensed Products by AMT or Sublicensees, whether or not ST. JUDE, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not ST. JUDE is alleged to be negligent or otherwise responsible for any injuries to persons or property. Such indemnity shall not extend to any claims, demands, damages, judgments, suits, taxes fees (including stampreasonable attorneys fees), exciseexpenses, sales or other taxes costs to the extent that may be payable or the same are determined to be payable with respect to any the result 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 ST. JUDE, the American Lebanese Syrian Associated Charities, Inc., their present and former trustees, directors, governors, officers, agents, faculty, employees or any other Indemnified Party. Without limiting the generality students Practice of the foregoingPatent Rights or sale of Licensed Products by an Affiliate of AMT or an agent or a Sublicensee or a third party on behalf of or for the account of AMT or by a third party who purchases Licensed Product(s) from AMT, Seller agrees shall be considered AMT’s practice of said Patent Rights for purposes of this Section. The obligation of AMT 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 savedefend, 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 as set 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 Section shall survive the termination of this Agreement Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement. (c) In the repurchase event that it is ultimately determined that AMT is not obligated to indemnify, defend and hold harmless the Indemnitees as against any claims, demands, damages, judgments, fees (including reasonable attorneys fees), expenses, or other costs, the Indemnitees shall reimburse AMT for any and all costs and expenses (including lawyers’ fees) incurred by Seller of any or all of AMT in its defense with respect to the Purchased AssetsIndemnitees.

Indemnity. (a) Seller hereby agrees to shall release, defend, indemnify and hold harmless Buyer, Buyer’s designee, Buyer’s Affiliates of Buyer and each of its and their respective officers, directors, employees shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and agents advisors (each an “Indemnified PartiesPerson” and collectively the “Indemnified Persons”) ), against, and shall hold each Indemnified Person 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 reasonable legal fees, charges, and disbursements) disbursements of any counsel for any such Indemnified Person and expenses), penalties or disbursements fines of any kind that may be imposed on, incurred by or asserted against any such Indemnified Person (all of collectively, 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 relating to, arising out of or resulting from or in connection withwith (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or relating torelated property, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document, or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor or lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of the foregoing; providedany Repurchase Document, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Purchased Asset Document or any other Indemnified Party. Without limiting the generality memorandum of any of the foregoing, Seller agrees to hold (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer harmless from and indemnify Buyer against all or any Indemnified Amounts Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to all Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Assets Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than 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 Indemnified Person’s gross negligence or willful misconduct intentional misconduct, as determined by a court of Buyer or any other Indemnified Partycompetent jurisdiction pursuant to a final, non-appealable judgment. In any suit, proceeding or action brought by Buyer an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will saveshall defend, indemnify and hold Buyer such Indemnified Person harmless from and against all expense (including attorneys’ fees)expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or of liability whatsoever of the account debtor or obligor thereunder, Underlying Obligor arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors Underlying Obligor from Seller. Seller also agrees In the case of an investigation, litigation or other proceeding to reimburse Buyer as which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) If for any reason the Purchased Assets (including, without limitation, those incurred pursuant indemnification provided in this Section 13.01 is unavailable to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expensesthe Indemnified Person or is insufficient to hold an Indemnified Person harmless, even if though such Indemnified Person is entitled to indemnification under the underlying prospective Transaction for which they were incurred does not take place for express terms thereof, then Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Seller on the other hand, the relative fault of such Indemnified Person, and any reasonother relevant equitable considerations. (c) An Indemnified Person may at any time send Seller a notice showing the calculation of Indemnified Amounts, and the enforcement or the preservation Seller shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Seller receives such notice. The obligations of Buyer’s rights Seller under this Agreement, any Transaction Documents or Transaction contemplated hereby, including Section 13.01 shall apply (without limitation the fees duplication) to Eligible Assignees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall Participants and survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby The Redeveloper indemnifies and agrees to indemnify Buyerprotect, Buyerdefend and hold harmless the Authority and the Authority’s designeecommissioners, Buyer’s Affiliates and each of its officers, directors, employees employees, agents, affiliates, successors and agents (“Indemnified Parties”) assigns, from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, actionscharges, administrative and judicial proceedings and orders, judgments, suitscauses of action, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to remedial action requirements and/or enforcement actions of 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 kind (including, without limitation, such time as this Agreement shall no longer be in effect attorney’s fees and the Transactions shall have been repaid in fullcourt or similar costs) be imposed on directly or asserted against any Indemnified Party in any way whatsoever indirectly arising out of or attributable to 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 whole or in connection with part: (a) the material inaccuracy of any representation or the material breach of any representation, covenant or warranty of the foregoing; providedRedeveloper contained in this Contract; (b) the Redeveloper’s acquisition, that Seller shall not be liable for losses resulting from ownership or use of the Property and the Project Improvements, unless caused by the gross negligence or willful misconduct of Buyer the Authority; (c) the failure on the part of the Redeveloper to perform, observe and/or comply with any covenant, obligation or duty to be performed, observed and/or complied with by the Redeveloper pursuant to the terms of this Contract or any other Indemnified Party. Without limiting Transaction Document; (d) any condition of, on or in the generality Property or the Project Improvements or any part thereof caused by any act or omission of the foregoingRedeveloper or the Redeveloper’s agents, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to contractors, subcontractors, servants, employees, members, officers, directors, licensees 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 invitees or any other Indemnified Party. In person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law; (e) the performance or non-performance of any suitTransaction Document, proceeding contract, agreement, obligation or action brought undertaking entered into by Buyer the Redeveloper (whether as the agent of the Authority or otherwise) in connection with all or 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 part of the account debtor Project; and/or (f) any act or obligor thereunderomission of the Redeveloper or any of the Redeveloper’s agents, arising out of a breach by Seller of any obligation thereunder contractors, subcontractors, servants, employees, members, officers, directors, licensees or arising out of invitees or any other agreement, indebtedness person or liability at any time owing to entity for whose acts 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 omissions the Purchased Assets (including, without limitation, those incurred Redeveloper is otherwise responsible 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 AssetsApplicable Law.

Indemnity. Seller Vendor hereby agrees to indemnify release, Indemnify, defend and hold Buyer, Buyer’s designeeits subsidiaries, Buyer’s Affiliates affiliates and each shareholders, and all of its their respective officers, directors, employees members, employees, agents, successors and agents assigns (“Indemnified Parties”collectively referred to as the "Buyer Indemnitees") from and harmless against any and all losses, liabilities, obligations, losses, damages, penaltiescosts, actions, judgments, suits, taxes and expenses resulting or arising (including stamp, excise, sales directly or indirectly) from (a) infringement or alleged infringement of any United States or foreign patent or any other taxes that may be payable intellectual property right by the services provided hereunder or determined to be payable with respect to by any of the Purchased Assetsgoods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of or injuries to any persons whomsoever, Purchased Items and for loss of, damage to delay in delivery or Collateral or in connection with destruction 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 property arising out of or in connection withany way connected with the services performed or goods sold hereunder, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted except only to be taken the extent such loss is caused solely 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 any Buyer Indemnitee. Promptly on a Buyer Indemnitee's request Vendor will defend the Buyer Indemnitees against such claims, actions, proceedings and litigation and further pay any and all such losses, liabilities, costs, and expenses arising from any such claim, demand, action, proceeding, litigation, or settlement relating thereto. In no event shall the Parties be liable to the other Party or any third party for any indirect, incidental, or consequential, punitive, or any other Indemnified Party. Without limiting the generality damages of the foregoingany kind including, Seller agrees but not limited to, business interruption, loss of customers, loss of data, loss of or damage to hold Buyer harmless from reputation or goodwill, loss or liability under or in relation to any other contract, lost revenues, profits, opportunity or anticipated savings and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to any indirect or consequential loss or damage, for any matter 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, the performance 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 performance of the account debtor Agreement, whether such liability is asserted on the basis of contract, tort, products liability, negligence, statute or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability otherwise 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 Expenseslaw, 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 Party has been advised of the Purchased Assetspossibility of such damages.

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

Indemnity. Seller hereby agrees to indemnify BuyerBorrower shall indemnify, Buyer’s designee, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Lender 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 Lender in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithinvestigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than income, withholding or other taxes imposed upon Buyer), fees, breakage 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 on, incurred by, or asserted against any Indemnified Party Lender 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) any violation breach by Borrower or alleged violation Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Agreement or the other Loan Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Leasehold Pledgor, or contained in any documentation approved by Borrower or Leasehold Pledgor, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any environmental lawGross Revenue (including, rule subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or regulation Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any consumer credit lawspart thereof, including without limitation ERISAor any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of Buyer Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender; provided, further, that Borrower shall not have any other obligation to Lender hereunder for an Indemnified Party. In any suitLiability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, proceeding or action brought (b) the Indemnified Liability is caused by Buyer in connection with any Purchased Asset for any sum owing thereunderthe Securitization Vehicle failing to have, or to enforce any provisions of any Purchased Assetmaintain its, Seller will saveREMIC or Grantor Trust status, indemnify as applicable, and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by c) the reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of for such failure is other than a breach by Seller Borrower or Leasehold Pledgor of its Obligations under, or any obligation thereunder material misrepresentation by Borrower or arising out of any other agreementLeasehold Pledgor contained in, 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 this Agreement 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 Assetsother Loan Documents.

Indemnity. Seller (a) The Optionee shall and does hereby agrees indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionor or its employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of: (i) the conduct of activities in, on or under the Property; (ii) the environmental protection, clean-up, remediation, and reclamation of the Property including, but not limited to, the obligations and liabilities arising out of or related to: 1. the disturbance or contamination of land, water (above or below surface) or the environment by exploration, mining, processing or waste disposal activities; 2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities; 3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and 4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith. (b) Each party hereto shall indemnify Buyerand save harmless the other, Buyer’s designee, Buyer’s Affiliates and each of as well as its officers, directorsdirectors and shareholders, employees and agents (“Indemnified Parties”) from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, fees, fines, penalties, actionsinterests, judgmentsdeficiencies, suitscosts and expenses, taxes of any nature or kind whatsoever (including stampcollectively, excisethe “Claims”), sales arising by virtue or other taxes that may be payable in respect of any breach of covenant contained herein or determined failure to be payable comply with respect to any of the Purchased Assetsprovision herein, Purchased Items or Collateral any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any of the transactions contemplated by this Agreement matter set out herein, and the documents delivered in connection herewithany and all actions, other than incomesuits, withholding or other taxes imposed upon Buyer)proceedings, feesdemands, claims, costs, legal and other expenses related or incidental thereto. (including attorneys’ fees and disbursementsc) 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 Notwithstanding 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 provision of this Agreement and any termination of this Agreement, the repurchase indemnities provided herein shall remain in full force and effect until all possible liabilities of the persons indemnified thereby are extinguished by Seller the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person. (d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in whole or all in part, shall operate as a waiver of the Purchased Assetsany other condition herein.

Indemnity. (a) Each Seller hereby agrees to shall release, defend, indemnify and hold harmless Buyer, Buyer’s designee, Buyer’s Affiliates of Buyer and each of its and their respective officers, directors, employees shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and agents advisors (each an “Indemnified PartiesPerson” and collectively the “Indemnified Persons”) ), on a net after-tax basis, 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, reasonable costs, expenses (including attorneys’ fees reasonable legal fees, charges, and disbursements) disbursements of any counsel for any such Indemnified Person and expenses), penalties or disbursements fines of any kind that may be imposed on, incurred by or asserted against any such Indemnified Person (all of collectively, 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 relating to, arising out of or resulting from or in connection withwith (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or relating torelated property, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document, or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor or lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of the foregoing; providedany Repurchase Document, that Seller shall not be liable for losses resulting from the gross negligence or willful misconduct of Buyer Purchased Asset Document or any other Indemnified Party. Without limiting the generality memorandum of any of the foregoing, Seller agrees to hold (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer harmless from and indemnify Buyer against all or any Indemnified Amounts Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to all Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Assets Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) any Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than 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 Indemnified Person’s gross negligence or willful misconduct misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. Notwithstanding the foregoing, Sellers shall have no liability to any Indemnified Person under clauses (v), (vi), (viii) or (xii) of this Section 13.01 for any claims arising as a result of activities or events which occur at any time more than six (6) months after Buyer (or any other Indemnified Partyone of its Affiliates) takes title to the related Mortgaged Property. In any suit, proceeding or action brought by Buyer an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, each Seller will saveshall defend, indemnify and hold Buyer such Indemnified Person harmless from and against all expense (including attorneys’ fees)expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or of liability whatsoever of the account debtor or obligor thereunder, Underlying Obligor arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors Underlying Obligor from any Seller. Seller also agrees In the case of an investigation, litigation or other proceeding to reimburse Buyer as which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) If for any reason the Purchased Assets (including, without limitation, those incurred pursuant indemnification provided in this Section 13.01 is unavailable to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expensesthe Indemnified Person or is insufficient to hold an Indemnified Person harmless, even if though such Indemnified Person is entitled to indemnification under the underlying prospective Transaction for which they were incurred does not take place for express terms thereof, then the applicable Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and such Seller on the other hand, the relative fault of such Indemnified Person, and any reasonother relevant equitable considerations. (c) An Indemnified Person may at any time send Sellers a notice showing the calculation of Indemnified Amounts, and the enforcement or the preservation Sellers shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Sellers receive such notice. The obligations of Buyer’s rights Sellers under this Agreement, any Transaction Documents or Transaction contemplated hereby, including Section 13.01 shall apply (without limitation the fees duplication) to Eligible Assignees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall Participants and survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to indemnify BuyerWithout duplication of any amounts payable under any other similar indemnity provision set forth in the Loan Agreement or any other Loan Documents, Buyer’s designeethe Pledgor shall: (i) pay all out-of-pocket costs and expenses of the Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, Buyer’s Affiliates and each enforcement of, and any renegotiation or restructuring of its officersthis Agreement and any amendment, directorswaiver or consent relating thereto (including, employees without limitation, the reasonable fees and agents disbursements of counsel for the Pledgee); (“Indemnified Parties”ii) pay and hold the Pledgee and the Bank Product Providers harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee and the Bank Product Providers harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes, charges or levies; and (iii) indemnify the Pledgee and each of the Bank Product Providers, and each of their respective officers, directors, shareholders, employees, representatives and agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, obligations, losses, damagessuits, penalties, actions, judgments, suits, taxes (including stamp, excise, sales damages or other taxes that may be payable expenses incurred by or determined to be payable with respect to asserted against any of the Purchased Assets, Purchased Items them (whether or Collateral or in connection with not any of the transactions contemplated them is designated a party thereto) arising out of or by reason of 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 transaction contemplated hereby (including, without limitation, such time as any investigation, litigation or other proceeding related to this Agreement shall no longer be in effect Agreement), including, without limitation, the reasonable fees and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out disbursements 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 counsel incurred in connection with any of such investigation, litigation or other proceeding. Notwithstanding anything in this Agreement to the foregoing; providedcontrary, that Seller the Pledgor shall not be liable responsible to the Pledgee or any Bank Product Provider for losses resulting any costs, losses, damages, liabilities or expenses which result from the gross negligence or willful misconduct on the part of Buyer such Pledgee or any other Indemnified PartyBank Product Provider. 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 The Pledgor's 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 any termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to Tenant shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Landlord from and against any and all liabilitiesclaims arising from Tenant's (or Tenant's agents', obligationsservants', lossesemployees' or contractors') use or occupancy of the Premises, damagesor from the conduct of Tenant's business or from any activity, penaltieswork or things done, actionspermitted or suffered by Tenant (or Tenant's agent, judgmentsservants, suitsemployees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, taxes or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (including stampupon notice from Landlord) shall defend the same at Tenant's expense, exciseby counsel satisfactory to Landlord. For valuable, sales sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other taxes that may be payable entity, including reasonable legal fees and expenses, alleging or determined to be payable with respect to any of the Purchased Assets, Purchased Items resulting from or Collateral arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding any Environmental Law or other taxes imposed upon Buyer)statute, feesordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, 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 penalties assessed 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 a result of any violation activity or alleged violation operation on the Premises during the term of any environmental law, rule this Lease. Tenant's obligations 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 liabilities 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 Paragraph shall survive the term(s) of this Lease, termination of this Agreement and the repurchase by Seller Lease or termination of any or all Tenant's occupancy of the Purchased AssetsReal Property.

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 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 (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 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 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 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 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 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 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 (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 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 In the event that any shares of Common Stock owned by the Executive are offered or sold by means of a registration statement pursuant to Section 16 or 17 hereof, the Company agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Executive and each person, if any, who controls or may control the Executive within the meaning of its officers, directors, employees the Act (the Executive and agents (“any such other persons being hereinafter referred to individually as an "Indemnified Parties”Person" and collectively as "Indemnified Persons") from and against any and all liabilitiesdemands, obligationsclaims, actions or causes of action, assessments, losses, damages, penaltiesliabilities, actionscosts 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, interest, penalties and reasonable attorneys fees and disbursements, asserted against, resulting to, imposed upon or incurred by such time Indemnified Person, jointly or severally, directly or indirectly (hereinafter referred to in this Section 18(f) in the singular as this Agreement shall no longer be a "claim" and in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever plural as "claims"), based upon, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in connection withthe registration statement, any preliminary or final prospectus contained therein, or relating toany amendment or supplement thereto, this Agreement or any Transactions hereunder document incident to registration or qualification of any such shares, or any action taken omission or omitted alleged omission to be taken state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Act of any Indemnified Party under state securities or Blue Sky Laws, except insofar as such claim is based upon, arises out of or results from information developed or certified by the Executive for use in connection with any the registration statement or arises out of or results from the foregoing; omission of information and known to the Executive prior to the violation or alleged violation, provided, that Seller the maximum amount of liability in respect of such indemnification shall not be liable for losses resulting limited, in the case of the Company or the Executive, respectively, to an amount equal to the net proceeds actually received by the Company or the Executive, respectively, from the gross negligence or willful misconduct sale of Buyer or any other Indemnified Partysuch shares effected pursuant to such registration. Without limiting the generality of the foregoing, Seller The Executive 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 the Company, its officers and directors, and each person, if any, who controls or may control the Company within the meaning of the Act (the Company, its officers and directors, and any such persons also being hereinafter referred to individually in this context as an "Indemnified Person" and collectively as "Indemnified Persons") 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 thereunderclaims based upon, arising out of, or resulting from any untrue statement of a breach material fact contained in the registration statement, or any omission to state therein a material fact necessary in order to make the statement made therein, in the light of the circumstances under which they were made, not misleading, to the extent that such claim is based upon, arises out of, or results from information developed or certified 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 the Executive for all Buyer’s reasonable costs and out-of-pocket expenses incurred use in connection with Buyer’s due diligence reviews the registration statement or arises out of, or results from an omission of information known to the Executive prior to the violation or alleged violation. The indemnifications set forth herein shall be in addition to any liability the Company or the Executive may otherwise have to the Indemnified Persons. Promptly after actually receiving definitive notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 18(f), such Indemnified Person shall submit written notice thereof to either the Company or the Executive, as the case may be (sometimes being hereinafter referred to as an "Indemnifying Person"). The omission of the Indemnified Person to so notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or (b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Indemnified Person to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. The Indemnifying Person shall have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such claim asserted, such defense, compromise or settlement to be undertaken at the expense and risk of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, whom counsel for the Indemnifying Person shall keep informed and consult with in a reasonable manner. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense, compromise or settlement (without admitting liability of the Indemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designed by the Indemnified Person. In the event that any claim shall arise out of a transaction or cover any period or periods wherein the Company and the Executive shall each be liable hereunder for part of the liability or obligation arising therefrom, then the parties shall, each choosing its own counsel and bearing its own expenses, defend such claim, and no settlement or compromise of such claim may be made without the joint consent or approval of the Company and the Executive. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement or any claim if such settlement is effected without the Purchased Assets consent of such Indemnifying Person (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 consent shall 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 Assetsbe unreasonably withheld).

Indemnity. Seller hereby Borrower agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless the Bank from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actionsexpenditures, judgmentslosses or charges, suitsincluding, taxes but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Bank (including stampor any other person or entity affiliated with the Bank or representing or acting for the Bank or at the Bank's behest, exciseor with a claim on the Bank or to whom the Bank has liability or responsibility of any sort related to this Section 11.3) relating to, sales resulting from or arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other taxes that may be payable waste disposal site, (b) the presence of any Hazardous Substance or determined a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to be payable promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition of the Purchased AssetsImprovements or the ownership, Purchased Items use, operation, sale, transfer or Collateral or in connection conveyance thereof, (e) a violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of the transactions contemplated or failure to perform any covenant made by Borrower in this Agreement and the documents delivered in connection herewith, other than income, withholding Agreement. Such costs or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) liabilities incurred by the Bank or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (includingother entity described in this Section 11.3 shall be deemed to include, without limitation, such time as this Agreement shall no longer be in effect any sums which the Bank deems it necessary or desirable to expend to protect its security interests 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 Assetsliens.

Indemnity. Seller hereby agrees to indemnify Buyer19.1 For the purposes of this Indemnity Section only, Buyer’s designee“Northlands” includes all of the following, Buyer’s Affiliates or any combination thereof: Edmonton Northlands (a Part 9 Company under the Companies Act, R.S.A. 2000, c. C-21), Edmonton Northlands (an Agricultural Society under the Agricultural Societies Act, R.S.A. 2000, c. A-11), their subsidiaries, respective Boards and each of its officersBoard members, directors, employees officers, employees, agents, representatives, volunteers, insurers, heirs and agents (“Indemnified Parties”) assigns. 19.2 The Licensee shall indemnify and save harmless Northlands, and its contractors and sub-contractors, from and against any and all liabilitiesactions, obligationsproceedings, claims, judicial review, demands, losses, damagesdebts, fines, penalties, actions, judgments, suits, taxes costs and expenses (including stampbut not limited to legal fees and expenses on a solicitor-and-his-own-client basis) (collectively the “Losses”), excise, sales or other taxes that may be payable brought against 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 suffered by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses Northlands (including attorneys’ fees its contractors and disbursementssub-contractors) or disbursements that Northlands (all of the foregoingincluding its contractors and sub- contractors) may sustain, collectively “Indemnified Amounts”) that may at pay or incur (including any time (includingcost, 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 liability or asserted against any Indemnified Party in any way whatsoever damage 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 settlement entered into by any Indemnified Party under or in connection with any the Licensee on behalf 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 lawsNorthlands, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, its contractors and sub-contractors) that Seller shall not be liable for losses resulting from the gross negligence are directly 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 indirectly attributable to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Preperformance or non-Purchase Legal Expenses, even if performance by the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation Licensee of Buyer’s rights its obligations under this Agreement, or the negligent or wilful acts or omissions of the Licensee except to the extent that such Losses, or any Transaction Documents of them, are the result of negligence by Northlands, its contractors and sub-contractors, or Transaction contemplated herebyany of them, including without limitation as the fees and disbursements case may be, or any material breach of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Sellercontract by Northlands. This Article 24 Section shall survive the expiration or termination of this Agreement Agreement. 19.3 The Licensee shall indemnify and save harmless the repurchase City of Edmonton (the “City”), which includes its Council and Council members, officers, employees, contractors, subcontractors, agents, representatives, volunteers and insurers, or any combination of them, from any and all Losses that may be brought against or suffered by Seller the City or that the City may sustain, pay or incur (including any cost, liability or damage arising out of any or all settlement entered into by the Licensee on behalf of the Purchased AssetsCity) that are directly or indirectly attributable to the performance or non-performance by the Licensee of its obligations under this Agreement, or the negligent or wilful acts or omissions of the Licensee except to the extent that such Losses, or any of them, are the result of negligence by the City, or any material breach of contract by the City. This Section shall survive expiration or termination of this Agreement. 19.4 The Licensee accepts all risks associated with this Agreement, including, but not limited to, the use of the Exhibit and environs. The Licensee waives any and all Losses against Northlands, howsoever caused, to the Licensee, its subsidiaries, respective directors, officers, employees, agents, representatives, volunteers, contractors, sub-contractors, insurers, heirs and assigns.

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 agrees to You must, during and after the License Term, indemnify Buyerus and the Entities, Buyer’s designeeour respective successors and assigns, Buyer’s Affiliates and each of its the members, officers, directors, employees employees, agents, and agents predecessors of each such entity (the “Indemnified Parties”) from against, and against any and hold them harmless from, all losses, costs, liabilities, obligations, losses, damages, penaltiesclaims, actionsand expenses, judgmentsincluding reasonable attorneys’ fees, suitsarising out of or resulting from (i) any claimed occurrence at the Hotel or arising from, taxes (including stampas a result of, 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 the development, construction or operation of the transactions contemplated Hotel (including the design, construction, financing, furnishing, equipment, acquisition of Supplies or operation of the Hotel in any way); (ii) any bodily injury, personal injury, death or property damage suffered or claimed by this Agreement and any guest, customer, visitor or employee of the documents delivered in connection herewithHotel; (iii) your alleged or actual infringement or violation of any patent, other than income, withholding ▇▇▇▇ or copyright or other taxes imposed upon Buyerproprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any contract (including any system-wide group sales agreement), feesany Applicable Law, costsor of any industry standard; (v) any other business conducted by you or a third party in, 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 about the Hotel or its grounds; (vi) any Indemnified Party other of your or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the Hotel or in any way whatsoever arising out of or in connection withrelated to this Agreement; or (vii) your failure to comply with Subparagraph 16.o., 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 including a breach of the foregoing; providedrepresentations set forth therein. However, that Seller shall you do not be liable for losses resulting from have to indemnify the Indemnified Parties to the extent damages otherwise covered under this Paragraph 9 are adjudged by final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of Buyer any of the Indemnified Parties, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel, and so long as the claims asserted against us or any other Indemnified PartyParty are not so advanced on the basis of: (i) theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the provisions of this Agreement, including compliance with standards, Applicable Laws or other requirements. Without limiting You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving an Indemnified Party within five (5) days of your actual or constructive knowledge of it. At our election, you will defend us and/or the generality Indemnified Parties against the same, or we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the foregoingaction, Seller agrees suit, proceeding, claim, demand, inquiry or investigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold Buyer harmless from and indemnify Buyer against them harmless. You will also reimburse the Indemnified Parties upon demand for 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 lawsexpenses, including without limitation ERISA, reasonable attorneys’ fees and court costs 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 thereunderParties incur to protect themselves, or to enforce remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Further, you will indemnify the Indemnified Parties for any 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 claim for damages by reason of the failure of any defensecontractor, set-offsubcontractor, counterclaimsupplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the Manual. You acknowledge and agree that you are directly responsible for all fees and charges due and owing us and the Entities related to the prior franchise license agreement for the Hotel, recoupment or reduction or liability whatsoever if any such fees and charges remain outstanding as 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 AssetsEffective Date.

Indemnity. Seller hereby agrees to (a) Each Credit Party shall jointly and severally indemnify Buyerand hold harmless each Co-Agent, Buyer’s designeeeach Lender, Buyer’s Affiliates and their respective Affiliates, and each of its such Person's respective officers, directors, employees employees, attorneys, agents and agents representatives (“each, an "Indemnified Parties”) Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, judgments, suits, taxes liabilities and expenses (including stampreasonable attorneys' fees and disbursements and other costs of investigation or defense, excise, sales or other taxes including those incurred upon any appeal) that may be payable instituted or determined asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to be payable act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with respect disputes between or among any parties to any of the Purchased AssetsLoan Documents (collectively, Purchased Items "Indemnified Liabilities"); provided, that: (i) the liability of WD UK or Collateral WS IS, as the case may be, under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (ii) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from (A) such Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, or (B) disputes among Co-Agents and Lenders that are not caused by any action or inaction of any Credit Party or any Subsidiary of any Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if: (i) any LIBOR Loans are repaid in whole or in connection with part prior to the last day of any applicable LIBOR Period (whether such repayment is made pursuant to any provision 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 other Loan Document or any action taken occurs as a result of acceleration, by operation of law 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’ feesotherwise), 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 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 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 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 (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 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 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 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 agrees to indemnify BuyerBorrower shall indemnify, Buyer’s designee, Buyer’s Affiliates defend and each of its officers, directors, employees and agents (“Indemnified Parties”) hold harmless Lender 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 Lender in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewithinvestigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than income, withholding or other taxes imposed upon Buyer), fees, breakage 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 on, incurred by, or asserted against any Indemnified Party Lender 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) any violation breach by Borrower or alleged violation Operating Lessee of its Obligations under, or any material misrepresentation by Borrower or Operating Lessee contained in, this Agreement or the other Loan Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Operating Lessee, or contained in any documentation approved by Borrower or Operating Lessee, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of any environmental lawMortgage, rule or regulation any Individual Property or any consumer credit lawsinterest therein, including without limitation ERISAor receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi) the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act“Indemnified Liabilities”); provided, however, that Seller Borrower shall not be liable for losses resulting have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of Buyer Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender; provided, further, that Borrower shall not have any other obligation to Lender hereunder for an Indemnified Party. In any suitLiability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, proceeding or action brought (b) the Indemnified Liability is caused by Buyer in connection with any Purchased Asset for any sum owing thereunderthe Securitization Vehicle failing to have, or to enforce any provisions of any Purchased Assetmaintain its, Seller will saveREMIC or Grantor Trust status, indemnify as applicable, and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by c) the reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of for such failure is other than a breach by Seller Borrower or Operating Lessee of its Obligations under, or any obligation thereunder material misrepresentation by Borrower or arising out of any other agreementOperating Lessee contained in, 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 this Agreement 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 Assetsother Loan Documents.

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 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 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 13.1. Licensor shall indemnify Buyerand hold harmless Licensee and its affiliates, Buyer’s designee, Buyer’s Affiliates and each of its officerspermitted assignees, directors, employees officers, agents and agents (“Indemnified Parties”) employees, from and against any and all liabilitiesliability, obligationsclaims, losses, damages, penalties, actions, judgmentscauses of action, 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 damages 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 in actions involving third parties or between the parties hereto) ("Claims") which Licensee is 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 withbecomes liable for, 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 may incur solely by reason of any defenseits use within the Territory, set-off, counterclaim, recoupment or reduction or liability whatsoever of in strict accordance with 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 terms 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 conditions of this Agreement and the repurchase Design Agreement, of the Trademark or the designs furnished to Licensee by Seller Licensor or the Design Partnership, to the extent that any such Claims arise through infringement of another's design patent, trademark, copyright or other proprietary rights; provided, however, that Licensee gives Licensor prompt notice of, and full cooperation in the defense against, all such Claims. If any action or proceeding shall be brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and Licensor shall assume and direct the defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel in such action or proceeding. 13.2. To the extent not inconsistent with paragraph 13.1 hereof, Licensee shall indemnify and save and hold Licensor, the Design Partnership, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, individually, and their assignees, directors, officers, agents and employees, harmless from and against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or between the parties hereto), which they, or any of them, are or become liable for, or may incur, or be compelled to pay by reason of any acts, whether of omission or all commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including Licensee's use of Licensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and Licensee shall assume and direct the Purchased Assetsdefense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or proceeding.

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 (1) The Company (the “Indemnitor”) hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold the Underwriters and each of its their subsidiaries and affiliates, and each of their directors, officers, directorsemployees, employees shareholders and agents (hereinafter referred to as the “Personnel” and, together with the Underwriters the “Indemnified Parties”) 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 Underwriters and/or their 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 are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and their Personnel hereunder, or otherwise in connection with the matters referred to in this Underwriting Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Underwriters and/or their Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused by or is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any of their Personnel. (2) If for any reason the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees to be received by the Underwriters pursuant to this Underwriting Agreement. (3) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or in case any such entity shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or 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 defensethe performance of professional services rendered to the Indemnitor by the Underwriters, set-offthe Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters 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 a reasonable amount to reimburse Buyer as and when billed the Underwriters for time spent by Buyer for all Buyer’s reasonable costs the Underwriters or their Personnel in connection therewith) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection with Buyer’s due diligence reviews with therewith shall be paid by the Indemnitor as they occur unless such proceeding is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any of their Personnel. (4) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the 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 Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel (includingother than in respect of losses related to such failure or delay to notify the Indemnitor). The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without limitationthe prior written consent of the Underwriters and/or any Personnel, those incurred pursuant to Article 25 acting reasonably, as applicable, and Article 3 (includingthat none of the Underwriters 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. (5) Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor’s expense, to employ counsel of such person’s choice in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time (which shall in any case be not less than 15 days) after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the enforcement Indemnified Party or the preservation subject matter of Buyer’s rights under this Agreementthe action, any Transaction Documents suit, proceeding, claim or Transaction contemplated herebyinvestigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Underwriters’ behalf), including without limitation provided that the Indemnitor shall not be responsible for the fees and disbursements expenses of its counselmore than one set of counsel to the Indemnified Parties. (6) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of Underwriters and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any of the Personnel. 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 Underwriting Agreement or any termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assetsthereof.

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 BuyerCompany shall indemnify, Buyer’s designeedefend and hold harmless University and its trustees, Buyer’s Affiliates and each of its officers, directorsfaculty, employees students, employees, and agents and their respective successors, heirs and assigns (“Indemnified Parties”the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and hold harmless [***] and its trustees, officers, employees, and agents, and their respective successors, heirs and assigns (the "[***] Indemnitees"), from and against any and all liabilitiesclaims, obligationsliability, lossescost, damagesexpense, penaltiesdamage deficiency, actionsloss, 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 obligation (including, without limitation, such time as this Agreement shall no longer be in effect reasonable attorney's fees and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever costs), based upon, arising out of or in connection withof, or otherwise relating to, this Agreement or to any Transactions hereunder or any action actions taken or omitted to be taken by any Indemnified Party under or omissions made 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 Partypursuant to this License Agreement. Without limiting the generality of the foregoing, Seller agrees The [***] Indemnitees agree to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts provide Company with respect to all Purchased Assets relating to or arising out prompt written notice of any violation claim, suit action, demand 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 judgment for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights indemnification is sought under this Agreement, . Company agrees that any Transaction Documents or Transaction contemplated hereby, including without limitation Sublicensee shall agree to provide [***] with 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 same indemnity provided by Seller of any or all of the Purchased AssetsCompany herein.

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 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 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 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 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 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 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 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. The Seller hereby agrees to indemnify the Buyer, the Buyer’s designee, Buyer’s Affiliates 's designee and each of its officers, directors, employees and agents (“"Indemnified Parties”") from and against any and all liabilities, obligations, actual out-of-pocket losses, actual out-of-pocket damages, actual out-of-pocket penalties, actions, judgments, suits, actual out-of-pocket taxes (including stamp, excise, sales or other taxes that which 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 income or other similar taxes imposed upon of the Buyer), actual out-of-pocket fees, actual out-of-pocket costs, actual out-of-pocket expenses (including attorneys’ reasonable 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 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 thereunder 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 Indemnified Amounts 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 Loans 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 that, in each case, results from the anything other than Buyer's gross negligence or willful misconduct of Buyer or any other Indemnified Partymisconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset Loan for any sum owing thereunder, or to enforce any provisions of any Purchased AssetLoan, 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 's reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s 's due diligence reviews with respect to the Purchased Assets Loans and Purchased Securities (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 reasonSection 28) and the enforcement or the preservation of Buyer’s 's rights under this Agreement, Agreement or any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that 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 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 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 In addition to the payment of expenses pursuant to Section 11.1 and the indemnification obligations set forth in other portions of this Agreement, the Environmental Indemnification Agreement or the other Loan Documents, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify Buyerindemnify, Buyer’s designeepay, Buyer’s Affiliates defend and each of hold Lender, its officers, directors, employees members, partners, shareholders, participants, beneficiaries, trustees, employees, agents, successors and agents assigns, any subsequent holder of the Note, any trustee, fiscal agent, servicer, underwriter and placement agent, (collectively, the “Indemnified PartiesIndemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, causes of action, suits, taxes (including stampclaims, excisetax liabilities, sales broker’s 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), finders fees, costs, expenses and disbursements of any kind or nature whatsoever (including attorneys’ the fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, 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) that may be imposed on, incurred by, or asserted against that Indemnitee, based upon any third party claims against such Indemnitees in any manner related to or arising out of (A) any breach by Borrower or Guarantor of any representation, warranty, covenant, or other agreement contained in any of the foregoingLoan Documents, (B) the actual or threatened presence, release, disposal, spill, escape, leakage, transportation, migration, seepage, discharge, removal, or cleanup of any Hazardous Material located on, about, within, under, affecting, from or onto the Mortgaged Property or any violation of any applicable Environmental Law by Borrower or the Mortgaged Property, or (C) the use or intended use of the proceeds of any of the Loan (the foregoing liabilities herein collectively referred to as the “Indemnified Liabilities”); provided, provided that Seller Borrower shall not be liable for losses resulting have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer that Indemnitee as determined in a final order by a court of competent jurisdiction. Borrower shall be relieved of its obligation under clause (B) of this Section 11.3 with respect to Hazardous Materials first introduced to the Land and Improvements after either (1) the foreclosure of the Mortgage or (2) the delivery by Borrower to, and acceptance by, Lender or its designee of a deed-in-lieu of foreclosure with respect to the Mortgaged Property. To the extent that the undertaking to indemnify, pay, defend and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. If any such action or other Indemnified Partyproceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Without limiting the generality of Notwithstanding the foregoing, Seller agrees each Indemnitee shall, following notice to hold Buyer harmless from and consultation with Borrower, have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnitee and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to an Indemnitee for damage 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 loss resulting from the such Indemnitee’s 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 (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. The Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Buyer 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 which 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 income or other similar taxes imposed upon of the Buyer), fees, costs, expenses (including attorneys’ reasonable 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 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 thereunder 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 Indemnified Amounts 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 Loans relating to or arising out of any violation or alleged violation of any environmental lawEnvironmental 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 that, in each case, results from the anything other than Buyer’s gross negligence or willful misconduct of Buyer or any other Indemnified Partymisconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset Loan for any sum owing thereunder, or to enforce any provisions of any Purchased AssetLoan, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (including reasonable attorneys’ fees), actual out-of-pocket 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 actual costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets Loans (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 reasonSection 28 hereof) and the enforcement or the preservation of Buyer’s rights under this Agreement, Agreement or any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that that, the obligation of Seller hereunder under this Agreement 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 In addition to the payment of expenses pursuant to Section 9.5, the Borrower agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates defend and hold harmless the Lender and each of its 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 (a) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of any Loans (except for income or franchise taxes based on the Lender’s income) and (b) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes claims, costs and expenses of any kind or nature whatsoever (including stampincluding, excisewithout limitations, 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 herewithinvestigative, other than incomeadministrative or judicial proceedings, withholding whether or other taxes imposed upon Buyer)not such Indemnitee shall be designated a party thereto, 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 relating to or arising out of or in connection with, the making of any Loans 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 or the collection of Assets, excepting, however, from the foregoing any action taken such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or omitted to be taken by a replacement servicer appointed by the Lender, or the unlawful conduct, willful misconduct or gross negligence of an Indemnitee. If any Indemnified Party under investigative, judicial or in connection with 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 9.6 shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller (a) Each Loan Party hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates the Released Parties and each of its officers, directors, employees and agents (“Indemnified Parties”) hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, lossesactions, damagescauses of action, penalties, actions, judgments, suits, taxes costs and expenses (including stampinternal and external attorneys' fees), exciseof every nature, sales character and description, which the Released Parties may sustain or other taxes that may be payable incur based upon or determined to be payable with respect to any arising out 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 other Loan Documents or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedObligations, that Seller including any transactions or occurrences relating to the issuance of any Letter of Credit, any Collateral relating thereto, any drafts thereunder and any errors or omissions relating thereto (including any loss or claim due to any action or inaction taken by the issuer of any Letter of Credit, Agent or any Lender) (and for this purpose any charges to Agent or any Lender by any issuer of Letters of Credit shall not be liable for losses resulting from conclusive as to their appropriateness and may be charged to the Loan Account), or any other matter, cause or thing whatsoever occurred, done, omitted or suffered to be done by Agent or any Lender relating to any Loan Party or the Obligations (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of Buyer or any other Indemnified Partysuch Released Parties, as finally determined by a court of competent jurisdiction). Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts This Section 10.3 shall not apply with respect to all Purchased Assets relating to or Taxes other than Taxes that represent losses, claims, damages, etc. arising out of from any violation or alleged violation of non-Tax claim. Notwithstanding any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth provision 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 this Agreement to the Purchased Assets (includingcontrary, without limitation, those incurred pursuant to Article 25 this Section 10.3 shall remain operative even after the Termination Date 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 payment in full of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsLoans. (b) To the extent that any Loan Party fails to pay any amount required to be paid by it to Agent (or any Released Party of Agent) under paragraph (a) above, each Lender severally agrees to pay to Agent (or such Released Party), such Lender's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against Agent in its capacity as such.

Indemnity. Seller hereby agrees to (a) The Borrower shall indemnify Buyer, Buyer’s designee, Buyer’s Affiliates each Credit Party and each of its officers, directors, employees and agents Related Party thereof (each such Person being called an “Indemnified PartiesPerson”) from against, and against hold each Indemnified Person 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), reasonable fees, costscharges and disbursements of any counsel for any Indemnified Person, 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 Person arising out of or of, in connection with, or relating to, this Agreement as a result of (i) the execution or delivery of any Loan Document or any Transactions hereunder agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any action taken other transactions contemplated thereby, (ii) any Loan or omitted Letter of Credit or the use of the proceeds thereof, (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 to be taken by the Borrower or any Indemnified Party under of the Subsidiaries or in connection with (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing; provided, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto, provided that Seller such indemnity shall not not, as to any Indemnified Person, be liable for losses resulting available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of Buyer such Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section 11.10 to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any other Indemnified Party. Without limiting tax in lieu of such taxes. (b) To the generality extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of the foregoingthis Section 11.10, Seller each Lender severally agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect pay to all Purchased Assets relating the Administrative Agent an amount equal to or arising out the product 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 such unpaid amount multiplied 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 i) at any time owing when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to or in favor the fraction, (A) the numerator of which is the sum of such account debtor Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or obligor indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its successors from Seller. Seller also agrees to reimburse Buyer capacity 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 such. (c) The obligations of 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) Borrower and the enforcement or the preservation of Buyer’s rights Lenders 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 11.10 shall survive the termination of this Agreement the Commitments and the repurchase by Seller of any or all payment of the Purchased AssetsLoans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. Seller hereby (a) The Pledgor agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless the Pledgee in such capacity and each of its officersother Secured Creditor and their respective successors, directorsassigns, employees employees, agents and agents servants (“Indemnified Parties”individually an "Indemnitee," and collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes judgments and any and all reasonable costs, expenses or disbursements (including stampreasonable attorneys' fees and expenses) (for the purposes of this Section 11 the foregoing are collectively called "expenses") of whatever kind and nature imposed on, excise, sales asserted against or other taxes that may be payable or determined to be payable with respect to incurred by 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 Indemnitees 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 this Agreement or alleged violation the enforcement of any environmental lawof the terms of, rule or regulation the preservation of any rights hereunder, or in any consumer credit lawsway relating to or arising out of the ownership, including without limitation ERISAcontrol, acceptance, possession, condition, sale or other disposition, or use of the Truth in Lending Act and/or Collateral, provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) for losses, damages or liabilities to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from extent caused by the gross negligence or willful wilful misconduct of Buyer or such Indemnitee. The Pledgor agrees that upon written notice by 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 Indemnitee 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 assertion of such account debtor a liability, obligation, damage, injury, penalty, claim, demand, action, suit 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 judgment, the Pledgor shall to the Purchased Assets extent requested to do so assume full responsibility for the defense thereof. (includingb) Collateral, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expensesfees and taxes in connection with the recording or filing of instruments and documents in public offices, even if payment or discharge of any taxes or Liens upon or in respect of the underlying prospective Transaction for which they were incurred does not take place Collateral, and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Pledgee's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any reason) , the Pledgor hereby agrees to make the maximum contribution to the payment and the enforcement or the preservation satisfaction of Buyer’s rights such obligations which is permissible 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 Assetsapplicable law.

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 to indemnify Buyer(a) and their respective successors, Buyer’s designeeassigns, Buyer’s Affiliates employees, agents and each of its officers, directors, employees servants (individually an "Indemnitee," and agents (“Indemnified Parties”collectively the "Indemnitees") harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes judgments and any and all reasonable costs, expenses or disbursements (including stampreasonable attorneys' fees and expenses) (for the purposes of this Section 11 the foregoing are collectively called "expenses") of whatever kind and nature imposed on, excise, sales asserted against or other taxes that may be payable or determined to be payable with respect to incurred by 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 Indemnitees 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 this Agreement or alleged violation the enforcement of any environmental lawof the terms of, rule or regulation the preservation of any rights hereunder, or in any consumer credit lawsway relating to or arising out of the ownership, including without limitation ERISAcontrol, acceptance, possession, condition, sale or other disposition, or use of the Truth in Lending Act and/or Collateral, provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) for losses, damages or liabilities to the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from extent caused by the gross negligence or willful wilful misconduct of Buyer such Indemnitee. Each Pledgor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or any other Indemnified Party. In any suitjudgment, proceeding the relevant Pledgor shall to the extent requested to do so assume full responsibility for the defense thereof. (b) Without limiting the application of Section 11(a) hereof, each Pledgor agrees jointly and severally to pay or action brought by Buyer in connection with any Purchased Asset reimburse the Pledgee for any sum owing thereunderand all fees, 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 expenses, including reasonable attorneys' fees, of whatever kind or nature incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (includingcreation, without limitationpreservation or protection of the Pledgee's Liens on, those incurred pursuant to Article 25 and Article 3 (security interest in, the Collateral, including, without limitation, all Pre-Purchase Legal Expensesfees and taxes in connection with the recording or filing of instruments and documents in public offices, even if payment or discharge of any taxes or Liens upon or in respect of the underlying prospective Transaction for which they were incurred does not take place Collateral, and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Pledgee's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason) , such Pledgor hereby agrees to make the maximum contribution to the payment and the enforcement or the preservation satisfaction of Buyer’s rights such obligations which is permissible 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 Assetsapplicable law.

Indemnity. Seller hereby agrees The Borrowers further jointly and severally agree to indemnify Buyerdefend, Buyer’s designeeprotect, Buyer’s Affiliates indemnify, and each of hold harmless Lender and its Affiliates, and Lender's and its Affiliate's respective officers, directors, employees employees, attorneys and agents Lenders (“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) 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 as this Agreement Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall no longer be in effect and the Transactions shall have been repaid in full) be designated a party thereto), imposed on on, incurred by, or asserted against any Indemnified Party such Indemnitees in any way whatsoever manner relating to or arising out of or in connection withwith (a) this Agreement, the other Loan Documents, any of the other Transaction Documents or any act, event or transaction related or attendant thereto, whether or not such Indemnitee is a party thereto and whether or not such transactions are consummated, the making of the Loan hereunder, the management of the Loan, the use or intended use of the proceeds of the Loan, or relating to(b) any Liabilities and Costs under Environmental, this Agreement Health or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under Safety Requirements of Law arising from or in connection with the past, present or future operations of Holdings, the Company, the Company's Subsidiaries or any of their respective predecessors in interest, or, the foregoingpast, present or future environmental, health or safety condition of any respective Property of Holdings, the Company or the Company's Subsidiaries, the presence of asbestos-containing materials or suspected asbestos-containing materials at any respective Property of Holdings, the Company or such Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the "Indemnified Matters"); provided, that Seller however, the Company shall not be liable for losses have no obligation to an Indemnitee hereunder with respect to Indemnified Matters resulting from the willful misconduct or gross negligence of such Indemnitee, as determined in a judgment by a court of competent jurisdiction. 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 willful misconduct public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of 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, Matters 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 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 AssetsIndemnitees.

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 Sellerforeign securities law. 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 reasonOpening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 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.11

Indemnity. Seller hereby agrees Subject to indemnify Buyerthe terms, Buyer’s designeeconditions and limitations set forth in this Section 8, Buyer’s Affiliates Dealer shall indemnify, defend and each of hold harmless Mepco and its owners, directors, managers, officers, directorsprincipals, employees and agents (“Indemnified Parties”) from and against any and all liabilitieslosses, costs, obligations, lossesliabilities, settlement payments, awards, judgments, fines, penalties, damages, penaltiesdeficiencies, actions, judgments, suits, taxes (including stamp, excise, sales claims or other taxes that may be payable charges, absolute or determined to be payable with respect to contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown and any of the Purchased Assets, Purchased Items or Collateral or and all expenses incurred in connection with investigating, defending or asserting any of the transactions contemplated by this Agreement and the documents delivered in connection herewithclaim, other than incomeaction, withholding suit or other taxes imposed upon Buyer), proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, expenses (including attorneys’ arbitration fees or costs, witness fees, and reasonable fees and disbursementsdisbursements of legal counsel, investigators, consultants, accountants and other professionals) incurred or disbursements (all of the foregoingsuffered by Mepco resulting from, 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: (i) Any breach by Dealer of any violation of its covenants or alleged violation of any environmental lawagreements, rule or regulation or any consumer credit lawsfailure of Dealer to perform any of its obligations, 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, in any Transaction Documents Payment Plan Agreement, in any other agreement between Dealer and Mepco or Transaction in any agreement or instrument contemplated hereby. (ii) Any breach of any warranty or the inaccuracy of any representation of Dealer contained or referred to in this Agreement, including in any Payment Plan Agreement, in any other agreement between Dealer and Mepco or in any agreement or instrument contemplated hereby. (iii) Notice of any claim or potential claim for indemnification under this Section 8 and a tender of defense shall be transmitted to Dealer forthwith. Should the Dealer not accept in writing the tender of defense of any action or proceeding, Mepco shall have the right to proceed to defend said action or proceeding without limitation waiving any right or remedy it may have against Dealer. (iv) Any action, suit or proceeding by a third party relating 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 subject matter of this Agreement and the repurchase by Seller of any or all of the Purchased AssetsAgreement.

Indemnity. Seller hereby agrees to indemnify shall be solely liable for, and shall defend, indemnify, and hold Buyer, Buyer’s designeeits Affiliates, Buyer’s Affiliates and each all of its their respective directors, officers, directorsemployees, employees agents, and agents independent contractors (all of the foregoing entities and individuals being collectively referred to herein as the “Indemnified PartiesIndemnitees”) harmless from and against any and all damages, liabilities, obligationsinjuries, losses, and costs (including reasonable attorneys and experts fees at trial and on appeal), and expenses (collectively, “Liability”) which may be incurred by, asserted against, or recoverable from any Indemnitee as a result of any actual or threatened action, suit or proceeding arising out of or relating to any of the following: (i) a defect in the Products in the form delivered to Buyer (whether in design, materials, workmanship, or otherwise), including any products liability claim and all claims based on strict liability in tort, excluding any claim of damages suffered from a third party as a result of a failure of a Product to perform in accordance with its Specifications (the sole remedy for which shall be the Performance Warranty); (ii) subject to Section 12.B(i) below, any claim or allegation that any Product or Product Documentation, the resale thereof for their intended use (as described in the Product Documentation) and the intended use thereof (as described in the Product Documentation) infringes or misappropriates the patent, copyright, trademark or trade secret rights of any third party in the Territory (an “Infringement Claim”); and, (iii) any damages, penalties, actionsfines, judgmentsattorney’s fees, suits, taxes (including stamp, excise, sales or other taxes that may be payable losses of whatever kind or determined to be payable with respect to any of the Purchased Assetsnature resulting from, 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 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 violations by Seller of any obligation thereunder applicable laws or arising out of any other agreement, indebtedness regulations governing international transactions 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 (activities including, without limitationbut not limited to, those incurred pursuant export controls, import controls, customs regulations, trade embargoes and other trade sanctions, and laws governing unlawful boycotts and payments to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if foreign government officials. The foregoing indemnification obligations shall not be limited by the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement amount or the preservation existence of Buyer’s rights under this Agreement, any Transaction Documents insurance maintained 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 provided by 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 (a) Customer agrees to indemnify Buyerindemnify, Buyer’s designeereimburse and hold Lender and its successors, Buyer’s Affiliates and each of its Affiliates, assigns, officers, directors, employees employees, agents and agents servants (hereinafter in this Section 10 referred to individually as “Indemnified PartiesIndemnitee”, and collectively as “Indemnitees”) harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes (judgments and any and all costs, expenses or disbursements, including stampAttorneys’ Fees and Expenses of whatsoever kind and nature imposed on, excise, sales asserted against or other taxes that may be payable or determined to be payable with respect to incurred by any of the Purchased Assets, Purchased Items Indemnitees in any way relating to or Collateral arising out of the Loan Agreement or any other document executed in connection herewith or therewith or in connection any other way connected with any the administration of the transactions contemplated by this Agreement and hereby or thereby or the documents delivered enforcement of any of the terms of, or the preservation of any rights under any thereof, or in connection herewithany way relating to or arising out of the manufacture, other than incomeownership, withholding ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other taxes imposed upon Buyer)disposition, fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all use of the foregoing, collectively “Indemnified Amounts”) that may at any time Equipment (including, without limitation, such time as this Agreement shall no longer be in effect and latent or other defects, whether or not discoverable), the Transactions shall have been repaid in full) be violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), this Agreement or property damage), or contract claim, or any Transactions hereunder claim based on patent, trademark or copyright infringement or any action taken obligation or omitted liability to be taken by any Indemnified Party under the manufacturer or in connection with any supplier of the foregoingEquipment under any Supply Contracts (referenced in the Equipment Schedule), including purchase orders issued by Customer or Lender or assigned to Lender; provided, however, that Seller no Indemnitee shall not be liable indemnified pursuant to this Section 10 for losses resulting from losses, damages or liabilities to the extent caused solely by the gross negligence or willful misconduct of Buyer such Indemnitee. Customer agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgement, Customer shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify Customer of any other Indemnified Party. such assertion of which such Indemnitee has knowledge. (b) Without limiting the generality application of Section 10(a) hereof, Customer agrees to pay, or reimburse Lender for any and all reasonable fees, costs and expenses (including Attorneys’ Fees and Expenses) of whatever kind or nature reasonably incurred in connection with the creation, preservation or protection of Lender’s liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or liens upon or in respect of the foregoingCollateral, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts premiums for insurance with respect to the Collateral and all Purchased Assets relating to other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and Lender’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) Customer shall, at its sole cost and expense, protect, defend, indemnify release and hold harmless the Indemnitees from and against any violation and all Losses imposed upon or alleged violation incurred by or asserted against any Indemnitees, and arising out of or in any environmental lawway relating to any one or more of the following, 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 unless caused solely by the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In Indemnitee: (i) any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions presence of any Purchased AssetHazardous Substances in, Seller will saveon, indemnify and hold Buyer harmless above or under Customer’s leased or owned real property (the “Property”); (ii) any past, present or threatened Release of Hazardous Substances in, on, above, under or from and against all expense the Property; or (including attorneys’ fees), loss ii) any past or damage suffered by reason present violation 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 Environmental Laws. The term “Release” of any obligation thereunder Hazardous Substance includes, but is not limited to, any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or arising out other movement of Hazardous Substances. The term “Losses” includes any other agreementand all claims, 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 suits, liabilities (including, without limitation, those incurred pursuant to Article 25 strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, costs of remediating a Hazardous Substance (whether or not performed voluntarily), engineers’ fees, environmental consultants’ fees, and Article 3 costs of investigation (including, without limitationbut not limited to sampling, all Pre-Purchase Legal testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) or punitive damages, of whatever kind or nature (including, but not limited to Attorneys’ Fees and Expenses). (d) Without limiting the application of Section 10(a) or (b), even if or (c) hereof, Customer agrees to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses (including Attorneys’ Fees and Expenses) which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation or omission of a material fact by Customer in the underlying prospective Transaction for which they were incurred does not take place Loan Agreement or in any writing contemplated by or made or delivered pursuant to or in connection with the Loan Agreement. (e) If and to the extent that the obligations of Customer under this Section 10 are unenforceable for any reason) , Customer hereby agrees to make the maximum contribution to the payment and the enforcement or the preservation satisfaction of Buyer’s rights such obligations which is permissible 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 Assetsapplicable law.

Indemnity. Seller In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby agrees shall be consummated, each Borrower agrees, jointly and severally, 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 employees, agents and agents affiliates of Administrative Agent and Lenders (“Indemnified Parties”collectively called the "INDEMNITEES") 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 Indemnitees 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 Borrowers with respect thereto (collectively called the "INDEMNIFIED LIABILITIES"); provided that Borrowers 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 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, each Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any 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. Each 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 neither 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, each 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 neither 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, each 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 any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Seller. Each 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 26 and Article 3 (including, without limitation, all Pre-Purchase Legal ExpensesFees, 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. Each Seller hereby acknowledges that the obligation of such Seller hereunder is a recourse obligation of such 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 A. In addition to the payment of expenses pursuant to Section 8.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees 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 Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, 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 fees and disbursements of the Purchased Assets, Purchased Items or Collateral or counsel for Indemnitees in connection with any of investigative, administrative or judicial proceeding commenced or threatened by the transactions contemplated Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this 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 Loans hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 8.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. C. To the extent permitted by applicable law, the Borrower and each of its Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or 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 Borrower 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 In addition to the payment of expenses pursuant to Section 13.1, whether or not the transactions contemplated hereby shall be consummated, each Note Party (as “Indemnitor”) agrees to indemnify Buyerindemnify, Buyer’s designeepay and hold the Note Purchasers, Buyer’s Affiliates and each of its the officers, directors, employees employees, agents, and agents Affiliates of the Note Purchasers (collectively called the “Indemnified PartiesIndemnitees”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales claims and disbursements 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 one counsel for such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in fullIndemnitees) 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 investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Issuer and an Indemnitee), 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 of this Agreement, the Notes, the Note Documents or the other documents related to the transactions contemplated hereby (including, without limitation, the existence or exercise of any security rights with respect to the Collateral in accordance with the Collateral Documents), the Note Purchasers’ agreement to purchase the Notes or the use or intended use of the foregoingproceeds of any of the proceeds thereof to the Issuer (the “Indemnified Liabilities”); provided, that Seller the Indemnitor shall not be liable for losses resulting have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of Buyer that Indemnitee as mutually agreed between the Indemnitee and the Indemnitors or as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Indemnitee shall give the Indemnitor prompt written notice of any other claim that might give rise to Indemnified Party. Without limiting Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the generality obligations of the foregoingIndemnitor unless (and then solely to the extent) such Indemnitor is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, Seller agrees which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to hold Buyer harmless from the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in writing delivered to the Indemnitee that, as between the Indemnitor and indemnify Buyer against all Indemnified Amounts the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 13.2 may be unenforceable because it is violative of any law or public policy, the Issuer 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 Indemnified Liabilities incurred by the Indemnitees or any of them. For the avoidance of doubt, the provisions in this Section 13.2 shall apply only to claims 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 AssetsNote Documents.

Indemnity. Seller In addition to the payment of expenses pursuant to --------- subsection 10.1, whether or not the transactions contemplated hereby shall be --------------- consummated, Borrower agrees to indemnify Buyerindemnify, Buyer’s designee, Buyer’s Affiliates pay and hold Agent and each Lender and any holder of its the Notes and the officers, directors, employees employees, agents, consultants, auditors, persons engaged by Agent or any Lender and agents any holder of the Revolving Note[s] to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (“Indemnified Parties”collectively called the "Indemnitees") 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 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 Loan 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 Lender, Agent's and each Lender's agreement to make the documents delivered in connection herewithLoans 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 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 proceeds 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 foregoingLoans or the exercise of any right or remedy hereunder or under the other Loan Documents (the "Indemnified Liabilities"); provided, provided that Seller Borrower shall not be liable for losses resulting have no obligation to an Indemnitee -------- hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality that Indemnitee as determined by a court 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 Assetscompetent jurisdiction.

Indemnity. Seller hereby agrees to (a) The Borrower shall indemnify Buyereach Credit Party, Buyer’s designeeeach of the Joint Bookrunners and Joint Lead Arrangers named on the cover page hereof, Buyer’s Affiliates and each of its officers, directors, employees and agents Related Party thereof (each such Person being called an “Indemnified PartiesPerson”) from against, and against hold each Indemnified Person 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), reasonable fees, costscharges and disbursements of any counsel for any Indemnified Person, 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 Person arising out of or of, in connection with, or relating to, this Agreement as a result of (1) the execution or delivery of any Loan Document or any Transactions hereunder agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any action taken other transactions contemplated thereby, (1) any Loan or omitted Letter of Credit or the use of the proceeds thereof, (1) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to be taken by the Borrower or any Indemnified Party under of the Subsidiaries or in connection with (1) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing; provided, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto, provided that Seller such indemnity shall not not, as to any Indemnified Person, be liable for losses resulting available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of Buyer such Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section 11.10 to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any other Indemnified Party. Without limiting tax in lieu of such taxes. (b) To the generality extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of the foregoingthis Section 11.10, Seller each Lender severally agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect pay to all Purchased Assets relating the Administrative Agent an amount equal to or arising out the product 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 such unpaid amount multiplied 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 i) at any time owing when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to or in favor the fraction, (A) the numerator of which is the sum of such account debtor Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or obligor indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its successors from Seller. Seller also agrees to reimburse Buyer capacity 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 such. (c) The obligations of 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) Borrower and the enforcement or the preservation of Buyer’s rights Lenders 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 11.10 shall survive the termination of this Agreement the Commitments and the repurchase by Seller of any or all payment of the Purchased AssetsLoans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.