Common use of Indemnity Clause in Contracts

Indemnity. 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, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligations.

Indemnity. In addition (a) The Optionee shall and does hereby indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the payment Optionee after the date hereof; provided that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of expenses pursuant 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 Section 8.1 hereofor arising out of: (i) the conduct of activities in, on or under the Property; (ii) the environmental protection, clean-up, remediation, and irrespective reclamation of whether the transactions contemplated hereby are consummatedProperty including, each Borrower agrees 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 indemnifycomply with all past, exoneratecurrent or future governmental or regulatory authorizations, defendlicenses, paypermits, and hold harmless Lenderorders and all non-governmental prohibitions, covenants, contracts and indemnities; 3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and 4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith. (b) Each party hereto shall indemnify and save harmless the other, as well as its officers, directorsdirectors and shareholders, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses, of any nature or kind whatsoever (collectively, the “Claims”), arising by virtue or in respect of any breach of covenant contained herein or failure to comply with any provision herein, or any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with any matter set out herein, and any and all actions, causes of actionsuits, judgmentsproceedings, suitsdemands, claims, costs, expenses, legal and disbursements of any kind other expenses related or nature whatsoever incidental thereto. (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or c) Notwithstanding 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination provision of this Agreement and any termination of this Agreement, the payment indemnities provided herein shall remain in full force and effect until all possible liabilities of the Obligationspersons indemnified thereby are extinguished by the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person. (d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in whole or in part, shall operate as a waiver of any other condition herein.

Indemnity. In addition to Without duplication of any amounts payable under any other similar indemnity provision set forth in the payment Loan Agreement or any other Loan Documents, the Pledgor shall: (i) pay all out-of-pocket costs and expenses of expenses pursuant to Section 8.1 hereofthe Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, payenforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Pledgee); (ii) pay and hold harmless Lender, the Pledgee and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) 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, suits, penalties, judgments, damages or expenses incurred by or asserted against any of them (whether or not any of them is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, without limitation, any investigation, litigation or other proceeding related to this Agreement), including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding. Notwithstanding anything in this Agreement to the contrary, the Pledgor shall not be responsible to the Pledgee or any Bank Product Provider for any costs, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind liabilities or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents expenses which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted result from the gross negligence or willful misconduct on the part of such Pledgee or 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawBank Product Provider. The Pledgor's obligations of Borrowers under this Section 8.2 shall survive the any termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition 15.3.1 All TRUSTEES and the AUDITORS shall be indemnified out of the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or otherwise, in which relief is granted to any such person/s by the payment Court 15.3.2 Every TRUSTEE, every servant, agent and employee of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless LenderASSOCIATION, and the officersAUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all costs, directorslosses and expenses (including traveling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, employeesor any act or deed done, and agents by such person or persons in the discharge of and counsel any of his/their respective duties, including in the case of a TRUSTEE, his duties as CHAIRMAN or VICE- CHAIRMAN. Without prejudice to Lender and such holders (collectivelythe generality of the above, the “Indemnitees” and individually, an “Indemnitee”) from and ASSOCIATION shall specifically indemnify every such person against any and all liabilities, obligations, losses, damages, penalties, actions, causes losses of action, judgments, suits, claims, costs, expenses, and disbursements whatsoever nature incurred arising out of any kind bona fide act, deed or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees letter done or written by him jointly or severally in connection with the discharge of his duties provided that any investigationsuch act, administrativedeed or letter has been done or written in good faith. 15.3.3 A TRUSTEE shall not be liable for the acts, receipts, neglects 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 defaults of the proceeds of the Loans AUDITORS or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents other TRUSTEES, whether in their capacities as TRUSTEE or as CHAIRMAN or VICE-CHAIRMAN, or for any loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of title to any property acquired by the TRUSTEES for or on behalf of the ASSOCIATION, or for the insufficiency of any security in or upon which filing any of the monies of the ASSOCIATION shall be invested, or recordation is done based upon information supplied for any loss or damage arising from the insolvency or delictual act of any person with whom any monies, securities or effects shall be deposited, or for any loss or damage occasioned by any Borrower to Lender and its counsel (error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct execution of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations duties of Borrowers under this Section 8.2 his office/s or in relation thereto, unless the same shall survive the termination happen through lack of this Agreement and the payment in full bona fides or breach of the Obligationsduty or breach of trust.

Indemnity. In addition The Borrower hereby agrees to: (i) pay to the Bank on demand, all costs (including legal and litigation costs and expenses on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses which the Bank may be put to or suffer or incur in connection with the Goods and / or the documents of title to Goods covered by the LCs including for re-shipment thereof for any reason whatsoever, or in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever. (ii) indemnify and keep fully indemnified and save the Bank against: (a) any claim, loss or damage, costs, charges and expenses including litigation expenses whatsoever which may be brought or made against or sustained or incurred by the Bank (and whether paid by the Bank or not) or which the Bank may become liable under or in respect of the LCs; (b) action or proceedings made or brought against the Bank, its correspondents or confirming banks or agents; (c) any liability or loss incurred or suffered by it, its correspondents or confirming banks or agents by reason of it having established the LCs; (d) every payment made, obligation, liability, loss and damage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by the Bank (whether directly or indirectly) under or in connection with and / or arising from all or any or some of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders LCs; and (collectively, the “Indemnitees” and individually, an “Indemnitee”e) from and against any and all liabilitiesliability, obligations, lossesloss, damages, penalties, actions, causes costs and expenses (including legal expenses) awarded against or incurred or paid by the Bank as a result of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities Bank making payment to the extent Suppliers, under the LCs, without deducting tax in India whether or not such Indemnified Liabilities are found payment attracts withholding tax in a final non-appealable judgment India or requires due certification by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsqualified accountant.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Seller hereby are consummated, each Borrower agrees to indemnifyindemnify Buyer, exonerateBuyer’s designee, defend, pay, Buyer’s Affiliates and hold harmless Lender, and the each of its officers, directors, employees, employees and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimstaxes (including stamp, costsexcise, expensessales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, and disbursements of any kind Purchased Items or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees Collateral or 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 AgreementAgreement 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 matter relating to 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 recordation of 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 Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)foregoing; provided, however, that no Borrower Seller shall not be liable 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 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 Indemniteeaccount debtor or obligor or its successors from Seller. To 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 extent 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 undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it obligation of Seller hereunder is violative a recourse obligation of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawSeller. The obligations of Borrowers under this Section 8.2 This Article 24 shall survive the termination of this Agreement and the payment in full repurchase by Seller of any or all of the ObligationsPurchased Assets.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofBorrower agrees to, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to cause the Loan Parties to, indemnify, exonerate, defend, pay, defend and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actionsexpenditures, causes losses or charges, including, but not limited to, all costs of actioninvestigation, judgmentsmonitoring, suitslegal representation, claimsremedial response, costsremoval, expenses, and disbursements restoration or permit acquisition of any kind whatsoever, which may now or nature whatsoever (includingin the future be undertaken, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationsuffered, administrativepaid, awarded, assessed, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, otherwise incurred byby the Lender (or any other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or asserted against such Indemniteewith a claim on the Lender or to whom the Lender has liability or responsibility of any sort related to this Section 9.3) relating to, in any manner relating to resulting from or arising out of this Agreement or any other Loan Document, (a) the use or intended use of the proceeds Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the Loans presence of any Hazardous Substance or a Release or the consummation threat of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation a Release of any of Hazardous Substance on, at or from the Loan Documents which filing Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or recordation is done based upon information supplied by any Borrower to Lender legally required investigative, containment, removal, clean up and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable other remedial actions with respect to Indemnified Liabilities 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 such Indemnified Liabilities are found in the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a final violation of any applicable Environmental Law, (f) non-appealable judgment compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by a court of competent jurisdiction to have resulted from Borrower in this Agreement. Such costs or other liabilities incurred by the gross negligence Lender or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth other Person described 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 Indemnitee pursuant to this Section 8.29.3 shall be deemed to include, such Borrower shall make without limitation, any sums which the maximum contribution Lender deems necessary or desirable to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsexpend to protect its Liens.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof11.1, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, each Borrower Note Party agrees to indemnify, exonerate, defend, pay, pay and hold harmless LenderAgent, each Purchaser, and the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Purchaser, to evaluate or monitor the Collateral, Affiliates and agents attorneys of and counsel to Lender Agent, each Purchaser and such holders (collectively, collectively called the “Indemnitees” and individually, an “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), ) that may be imposed on, incurred by, or asserted against such 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, the statements contained in the commitment letters, if any, delivered by Agent or any other Loan DocumentPurchaser, Agent’s and each Purchaser’s agreement to purchase the Notes hereunder, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing Notes or recordation is done based upon information supplied the exercise of any right or remedy hereunder or under the other Note Documents, including, without limitation any actual or alleged presence or release of Hazardous Materials on or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any environmental liability related in any way to the Borrower to Lender and or any of its counsel Subsidiaries or any of their respective properties (the “Indemnified Liabilities”); provided, however, provided that no Borrower Note Party shall be liable have any obligation to any Indemnitee hereunder with respect to Indemnified Liabilities to arising from the extent such Indemnified Liabilities are found in gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction to have resulted from jurisdiction. For the gross negligence or willful misconduct avoidance of any such Indemnitee. To the extent that the undertaking to indemnifydoubt, 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 Indemnitee pursuant to this Section 8.211.2 shall not apply with respect to Charges (which, such Borrower solely for the purpose of this Section 11.2, shall make the maximum contribution include Excluded Taxes) other than Charges that represent losses, liabilities, damages, etc. with respect to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawindemnity payments on a non-Charge claim. The obligations of Borrowers Payments under this Section 8.2 11.2 shall survive be made by the termination of this Agreement and Borrower to the payment in full Agent for the benefit of the Obligationsrelevant Indemnitee.

Indemnity. 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, exonerate(a) Seller shall release, defend, pay, indemnify and hold harmless LenderBuyer, Affiliates of Buyer and the its and their respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and agents of advisors (each an “Indemnified Person” and counsel to Lender and such holders (collectively, collectively the “Indemnitees” Indemnified Persons”), against, and individually, an “Indemnitee”) shall hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsfees, costs, expensesexpenses (including reasonable legal fees, charges, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for any such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party theretoIndemnified Person and expenses), penalties or fines of any kind that may be imposed on, incurred by, by or asserted against any such IndemniteeIndemnified Person (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from or in connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or related property, or any action taken or omitted to be taken by any Indemnified Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document, or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor or lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non–compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any manner past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of this Agreement or 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedintentional misconduct, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment as determined by a court of competent jurisdiction pursuant to have resulted from the gross negligence a final, non-appealable judgment. In any suit, proceeding or willful misconduct action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall defend, indemnify and hold such IndemniteeIndemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor from Seller. To In the extent case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) If for any reason the undertaking indemnification provided in this Section 13.01 is unavailable to indemnifythe Indemnified Person or is insufficient to hold an Indemnified Person harmless, payeven though such Indemnified Person is entitled to indemnification under the 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 hold harmless set forth in any other relevant equitable considerations. (c) An Indemnified Person may at any time send Seller a notice showing the preceding sentence may be unenforceable because it is violative calculation of any law or public policy Indemnified Amounts, and Seller shall pay such Borrower is required Indemnified Amounts to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawPerson within ten (10) Business Days after Seller receives such notice. The obligations of Borrowers Seller under this Section 8.2 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition Vendor hereby agrees to the payment of expenses pursuant to Section 8.1 hereofrelease, Indemnify, defend and hold Buyer, its subsidiaries, affiliates and shareholders, and irrespective all of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the their respective officers, directors, members, employees, agents, successors and agents of and counsel assigns (collectively referred to Lender and such holders (collectively, as the “"Buyer Indemnitees” and individually, an “Indemnitee”") from and harmless against any and all losses, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensesand expenses resulting or arising (directly or indirectly) from (a) infringement or alleged infringement of any United States or foreign patent or any other intellectual property right by the services provided hereunder or by any of the goods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of or injuries to any persons whomsoever, and disbursements for loss of, damage to delay in delivery or destruction of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or property arising out of this Agreement or in any other Loan Documentway connected with the services performed or goods sold hereunder, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities except only to the extent such Indemnified Liabilities are found in a final non-appealable judgment loss is caused solely by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Buyer Indemnitee. To Promptly on a Buyer Indemnitee's request Vendor will defend the extent that the undertaking to indemnifyBuyer Indemnitees against such claims, payactions, proceedings and litigation and further pay any and all such losses, liabilities, costs, and hold harmless set forth in expenses arising from any such claim, demand, action, proceeding, litigation, or settlement relating thereto. In no event shall the preceding sentence may Parties be unenforceable because it is violative liable to the other Party or any third party for any indirect, incidental, or consequential, punitive, or any other damages of any law kind including, but not limited to, business interruption, loss of customers, loss of data, loss of or public policy and such Borrower is required damage to make a payment reputation or goodwill, loss or liability under or in relation to any Indemnitee pursuant to this Section 8.2other contract, such Borrower shall make lost revenues, profits, opportunity or anticipated savings and any indirect or consequential loss or damage, for any matter arising out or in connection with the maximum contribution to the payment and satisfaction of each performance or non-performance of the Indemnified Liabilities that Agreement, whether such liability is permissible under applicable asserted on the basis of contract, tort, products liability, negligence, statute or otherwise at law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full , even if a Party has been advised of the Obligationspossibility of such damages.

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

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, The Redeveloper indemnifies and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnifyprotect, exonerate, defend, pay, defend and hold harmless Lender, the Authority and the Authority’s commissioners, officers, directors, employees, agents, affiliates, successors and agents of and counsel to Lender and such holders (collectivelyassigns, the “Indemnitees” and individually, an “Indemnitee”) 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, causes of action, judgments, suits, claims, costs, expenses, and disbursements remedial action requirements and/or enforcement actions of any kind or nature whatsoever (including, the reasonable out-of-pocket without limitation, attorney’s fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, court or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, similar costs) directly or asserted against such Indemnitee, in any manner relating to or indirectly arising out of or attributable to in whole or in part: (a) the material inaccuracy of any representation or the material breach of any representation, covenant or warranty of the Redeveloper contained in this Agreement Contract; (b) the Redeveloper’s acquisition, ownership or any other Loan Document, the use or intended use of the proceeds of Property and the Loans or the consummation of the transactions contemplated Project Improvements, unless caused by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Authority; (c) the failure on the part of the Redeveloper to perform, observe and/or comply with any such Indemnitee. To covenant, obligation or duty to be performed, observed and/or complied with by the extent that Redeveloper pursuant to the undertaking to indemnifyterms of this Contract or any other Transaction Document; (d) any condition of, pay, and hold harmless set forth on or in the preceding sentence may be unenforceable because it Property or the Project Improvements or any part thereof caused by any act or omission of the Redeveloper or the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is violative otherwise responsible pursuant to Applicable Law; (e) the performance or non-performance of any law Transaction Document, contract, agreement, obligation or public policy and such Borrower undertaking entered into by the Redeveloper (whether as the agent of the Authority or otherwise) in connection with all or any part of the Project; and/or (f) any act or omission of the Redeveloper or any of the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is required to make a payment to any Indemnitee otherwise responsible pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsApplicable Law.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Borrower hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, defend and hold harmless Lender, Lender and its successors and assigns and the respective agents, affiliates, officers, directors, employees, directors and agents employees of and counsel to Lender and such holders (collectively, the “Indemnitees” its successors and individually, an “Indemnitee”) assigns from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesdemands, actions, causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses and costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, judgmentssuit, suits, claims, costs, expenses, and disbursements proceeding or demand of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or character) 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, including any matter relating to or arising out of the filing or recordation of any of resulting from: (a) the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (including the “Indemnified Liabilities”enforcement thereof); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities except to the extent such Indemnified Liabilities claims, losses and liabilities are found proximately caused by Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of any Applicable Environmental Law, (c) any act, omission, event or circumstance resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Oil and Gas Properties, regardless of whether the act, omission, event or circumstance constituted a final non-appealable judgment 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 court 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 competent jurisdiction the Oil and Gas Properties (whether or not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), for which Lender may have resulted from liability due to the making of the Loan, 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) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence negligence, bad faith or willful misconduct of any such Indemniteeparticular indemnified party. To The foregoing indemnities shall not terminate upon the extent that Maturity Date or upon the undertaking to indemnifyrelease, payforeclosure or other termination of the Security Documents, but will survive the Maturity Date, foreclosure of the Security Documents or conveyances in lieu of foreclosure, and 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each repayment of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement Loan and the payment in full discharge and release of the ObligationsSecurity Documents and the other documents evidencing and/or securing the Loan.

Indemnity. 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, exonerate(a) The Client shall protect, defend, pay, indemnify and hold harmless LenderConsultant and his assigns and attorneys, and the officers, directorsaccountants, employees, officers and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) directors harmless from and against any and all losses, liabilities, obligations, losses, damages, penaltiesjudgments, claims, counterclaims, demands, actions, causes proceedings, costs and expenses (including reasonable attorneys' fees) of action, judgments, suits, claims, costs, expenses, every kind and disbursements of any kind character resulting from or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement (a) the inaccuracy, non-fulfillment or breach of any other Loan Documentrepresentation, warranty, covenant or agreement made by the use Client herein; or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement(b) any legal action, including any matter counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Client herein; or (c) negligent actions or omissions of the Client or any employee or agent of the Client, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the decisions made by the Client. (b) The Consultant shall protect, defend, indemnify and hold Client and his assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from or relating to or arising out of (a) the filing inaccuracy, non-fulfillment or recordation breach of any representation, warranty, covenant or agreement made by the Consultant herein or the failure of the Consultant to abide by all federal and state laws and regulations concerning investor relations, stock promotions, and public disclosure requirements; or (b) any legal action, including any counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Consultant herein; or (c) negligent actions or omissions of the Consultant or any employee or agent of the Consultant, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the Loan Documents which filing or recordation is done based upon information supplied decisions made by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsConsultant.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 8.1 hereof9.2, and irrespective of whether or not the transactions contemplated hereby are Transactions shall be consummated, each Borrower Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, exonerate, defend, pay, pay and hold harmless LenderAgents and Lenders, and the officersOfficers, directors, trustees, employees, agents, advisors and agents Affiliates of Agents and counsel to Lender and such holders Lenders (collectively, collectively called the “Indemnitees” and individually”), an “Indemnitee”) 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, causes of action, judgments, suits, claimsclaims (including Environmental Claims), costscosts (including the costs of any investigation, expensesstudy, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including, including the reasonable and documented out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingProceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or any the other Loan Document, Documents or the Transactions (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds of the Loans thereof or the consummation issuance of Letters of Credit hereunder or the transactions contemplated by this Agreementuse or intended use of any thereof, including the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any matter relating to act or arising out omission, whether rightful or wrongful, of the filing any present or recordation future de jure or de facto Government Authority, or any enforcement of any of the Loan Documents which filing (including any sale of, collection from, or recordation is done based other realization upon information supplied any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Borrower Lender to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable Company with respect thereto or (iii) any Environmental Claim or any Hazardous Materials Activity relating to Indemnified Liabilities or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries; except to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of 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 Indemnitee as determined by a final judgment of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction court of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationscompetent jurisdiction.

Indemnity. In addition to Without waiving any rights, claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the payment of expenses pursuant to Section 8.1 hereofLoan Documents, and irrespective of whether the transactions contemplated hereby are consummatedFWH shall pay, each Borrower agrees to indemnify, exonerate, defend, pay, save and hold harmless Lenderthe Administrative Agent, the Collateral Agent and the each Secured Party and each of their respective officers, directors, employees, counsel, agents and agents of attorneys-in-fact and counsel to Lender and such holders Affiliates (collectively, the “Indemnitees” and individuallyeach, an “IndemniteeIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, causes of action, judgments, suits, claims, costs, expensescharges, and expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (includingincluding at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, the reasonable out-of-pocket fees and disbursements resignation or replacement of counsel for such Indemnitees in connection with any investigation, administrative, Agent or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may any Lender) be imposed on, incurred by, by or asserted against any such Indemnitee, Person in any manner way relating to to, or arising out of, the business, activities, assets, liabilities or obligations of this Agreement Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any other Loan Documentof its Affiliates related thereto, the use and any investigation, litigation or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, proceeding (including any matter relating bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to Prattsburgh, whether or arising out of not any Indemnified Person is a party thereto (all the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that no Borrower FWH shall be liable not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment determined by a court of competent jurisdiction in a final and non-appealable order to have resulted arisen from the fraud, gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsPerson.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each The Borrower agrees to pay, indemnify, exonerate, defend, pay, and hold harmless Lender, each Lender and the Administrative Agent and their respective officers, directors, employees, advisors, affiliates and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individuallyeach, an “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and expenses or disbursements of any kind or nature whatsoever (includingwhether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable out-of-pocket documented or invoiced fees and disbursements expenses of legal counsel for such Indemnitees in connection with claims, actions or proceedings by any investigationIndemnitee against the Borrower under any Loan Document or any actual or prospective claim, administrativelitigation, investigation or judicial proceedingproceeding relating to any of the foregoing, whether such Indemnitee shall be designated a party thereto)based on contract, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement tort or any other Loan Documenttheory, whether brought by a third party or by the use or intended use Borrower, and regardless of whether any Indemnitee is a party thereto (all the proceeds of the Loans or the consummation of the transactions contemplated by foregoing in this Agreementclause (b), including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (collectively, the “Indemnified Liabilities”); , provided, however, that no the Borrower shall be liable have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in by a final non-appealable judgment by and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any such Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent that the undertaking to indemnify, pay, All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and hold harmless set shall be accompanied by a statement setting forth in reasonable detail the preceding sentence may be unenforceable because it is violative source of any law or public policy such Indemnified Liability and such the amount claimed thereunder. Statements payable by the Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower 11.5 shall make the maximum contribution be submitted to the payment and satisfaction of each Borrower, at the address of the Indemnified Liabilities that is permissible under applicable lawBorrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The obligations of Borrowers under agreements in this Section 8.2 11.5 shall survive repayment of the termination Term Loans and all other amounts payable hereunder. Paragraph (b) of this Agreement and the payment in full of the ObligationsSection shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. 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, exonerate, defend, pay, indemnify the L/C Issuer and each of its correspondents and hold them harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements expenses whatsoever which they may incur or suffer by reason of counsel for such Indemnitees or in connection with the execution and delivery or assignment of or payment or presentation under 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 Letter of this Agreement Credit or any other Loan Document, the use action taken or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating omitted to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable taken with respect to Indemnified Liabilities any Letter of Credit, except only if and to the extent that any such Indemnified Liabilities are found in 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 judgment by order of a court of competent jurisdiction or such correspondent in making payment against any draft presented under any Letter of Credit which does not comply with the term thereof, or in failing to have resulted from make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in making such payment, the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and believed to be genuine by it in accordance with the terms of such Letter of Credit as to any and all matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of Credit and on the amount of any sight draft presented pursuant to any Letter of Credit whether or not any statement or any other document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the L/C Issuer or willful misconduct of any such Indemniteecorrespondent). 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 Upon written demand accompanied by reasonable documentation with respect to any Indemnitee pursuant to this Section 8.2reimbursement, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers indemnification or any other amount under this Section 8.2 2.4(g), upon request by the L/C Issuer or such correspondent at any time, Borrower shall reimburse the L/C Issuer or such correspondent for reasonable out-of-pocket charges and disbursements of outside legal counsel. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the payment in full event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a consequence of the Obligationswillful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction.

Indemnity. 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 (a) Hertz agrees to indemnify, exonerate, defend, payhold harmless, and hold harmless Lenderdefend the QI, and the its respective agents, officers, directors, employees, members and agents of and counsel to Lender and such holders affiliates (collectively, the each a “Indemnitees” and individually, an “QI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees expenses suffered in connection with any investigation, administrative, claims 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of any such a QI Indemnitee. To This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent that related to the undertaking to indemnifyQI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, payliability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and hold harmless set forth in shall pay any settlements approved by the preceding sentence QI Indemnitee and any judgments which may be unenforceable because it is violative finally awarded; provided that, Hertz shall have the right to control the defense of any law such third party claims or public policy actions. The QI Indemnitee agrees to consult and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution cooperate to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment extent reasonably deemed necessary by Hertz in full of the Obligationssuch defense.

Indemnity. In addition (1) The Company (the “Indemnitor”) hereby agrees to indemnify and hold the payment Underwriters and each of expenses pursuant to Section 8.1 hereoftheir subsidiaries and affiliates, and irrespective each of whether the transactions contemplated hereby are consummatedtheir directors, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, shareholders and agents of and counsel (hereinafter referred to Lender and such holders (collectively, as the “IndemniteesPersonnel” and individuallyand, an together with the Underwriters the “IndemniteeIndemnified Parties”) harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, penaltiesliabilities 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, causes of action, judgments, suits, claimsinvestigations, costsproceedings or claims that may be made against the Underwriters and/or their Personnel), expensesunless 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 by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters acts reasonably in selecting such counsel, and disbursements of any kind or nature whatsoever (including, the reasonable fees and expenses of such counsel as well as the reasonable costs (including a reasonable amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith) and out-of-pocket fees and disbursements of counsel for such Indemnitees expenses incurred by the Underwriters or their Personnel in connection 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, administrativewhich is based, directly or judicial proceedingindirectly, whether such Indemnitee shall be designated a party thereto), that upon any matter in respect of which indemnification 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 Documentsought from the Indemnitor, the use or intended use Underwriters will notify the Indemnitor in writing of the proceeds commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the Loans 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 (other than in respect of losses related to such failure or delay to notify the consummation Indemnitor). The Indemnitor shall on behalf of itself and the transactions contemplated by this AgreementUnderwriters and/or any Personnel, including any matter relating as applicable, be entitled to or arising out of (but not required) to assume the filing or recordation defence of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower suit brought to Lender and its counsel (the “Indemnified Liabilities”)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 Borrower settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and that none of the Underwriters and/or any Personnel, as applicable, shall be liable 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 for any settlement of any such Indemnitee. To legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. (5) Notwithstanding the extent 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 Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Underwriters’ behalf), provided that the undertaking Indemnitor shall not be responsible for the fees and expenses of more than one set of counsel to indemnifythe Indemnified Parties. (6) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, pay, shall extend upon the same terms and hold harmless set forth in conditions to the preceding sentence may Personnel of Underwriters and shall be unenforceable because it is violative binding upon and inure to the benefit of any law or public policy successors, assigns, heirs and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each personal representatives of the Indemnified Liabilities that is permissible under applicable lawIndemnitor, the Underwriters and any of the Personnel. The obligations of Borrowers under this Section 8.2 foregoing provisions shall survive the completion of professional services rendered under this Underwriting Agreement or any termination of this Agreement and the payment in full of the Obligationsthereof.

Indemnity. In addition The Company agrees to indemnify the payment Agent and each of expenses pursuant to Section 8.1 hereofthe Banks and their respective directors, officers, employees and agents (each such person being called an "Indemnitee") against, and irrespective of whether the transactions contemplated hereby are consummatedto hold each Indemnitee harmless from, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, damages and liabilities of any party other than the Company and related expenses, and disbursements of any kind or nature whatsoever (including, the including reasonable out-of-pocket counsel fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, expenses incurred by, by or asserted against such Indemniteeany Indemnitee arising out of, in any manner relating to way connected with, or arising out as a result of (i) the execution or delivery of this Agreement or any other Loan DocumentNote or any agreement or instrument contemplated hereby or thereby, the use performance by the parties thereto of their respective obligations hereunder or intended thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement(iii) any claim, including any matter litigation, investigation, or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether or recordation not any Indemnitee is done based upon information supplied a party thereto and notwithstanding that any claim, proceeding, investigation or litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the Company; provided that such indemnity shall not, as to any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedIndemnitee, however, that no Borrower shall be liable with respect to Indemnified Liabilities available to the extent that such Indemnified Liabilities losses, claims, damages, liabilities or related expenses are found in a final non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of any such Indemnitee. To The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the extent that expiration of the undertaking to indemnifyterm of this Agreement, paythe consummation of the transactions contemplated hereby, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative repayment of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLoans, the reduction or cancellation of the Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of the Banks. The obligations of Borrowers All amounts due under this Section 8.2 11.11 shall survive the termination of this Agreement and the payment be payable in full of the Obligationsimmediately available funds upon written demand therefor.

Indemnity. In addition (a) To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the payment terms of expenses pursuant this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to Section 8.1 hereofany person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and irrespective 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 whether 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 transactions contemplated hereby are consummatedprovisions of Paragraph 17 hereof. (b) Landlord shall protect, each Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold Tenant harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suitsloss, claims, costs, expenses, liability or costs (including court costs and disbursements of attorneys' fees) incurred by reason of: (a) any kind damage to any property or nature whatsoever any injury (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with including but not limited to death) to any investigation, administrativeperson occurring in, or judicial proceeding, whether on or about the Demised Premises or the Building to the extent that such Indemnitee injury or damage shall be designated a party thereto)proximately caused by the Landlord's affirmative acts of negligence or willful misconduct of Landlord or its agents, that may be imposed on, incurred by, servants 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)employees; provided, however, that no Borrower such indemnification shall be liable with respect to Indemnified Liabilities limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such Indemnified Liabilities are found injury or damage, after deductibles, or insurance proceeds that would have been received in a final nonthe event Landlord had not elected to self-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, payinsure, and hold harmless set forth in (ii) the preceding sentence may be unenforceable because it is violative of any law or public policy and deductible amounts for such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, claims under such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawinsurance policies. The obligations provisions of Borrowers under this Section 8.2 Article 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 payment in full 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 such claim is reimbursed by insurance proceeds recovered by the Obligationsreleasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.

Indemnity. In addition The Grantee must indemnify and keep the Trust and its agents, employees and officers indemnified against: (a) all liabilities, costs, damages and expenses relating to the payment Project that may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any negligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; and (b) unless otherwise agreed in writing between the parties, all liabilities, costs, damages and expenses pursuant that may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; (c) without limitation to Section 8.1 hereofparagraphs (a) and (b), all legal costs (on a solicitor/solicitor basis) and irrespective other costs incurred in defending any action or claim relating to the Project brought against the Trust or its agents, employees or officers as a consequence of any act or omission, or alleged negligent or wrongful act or omission of the Grantee 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 transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directorsTrust or it’s agents, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensescontractors, and disbursements of any kind associates or nature whatsoever officers (including, not being the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities Grantee) contributed 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 relevant liability, cost, damage or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsloss.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are shall be consummated, each Borrower Company agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lenderthe Agent and each Lender and any subsequent holder of any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employees, employees and agents of and counsel to the Agent, each Lender and such holders (collectively, collectively called the “"Indemnitees” and individually, an “Indemnitee”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees Indemnitee) in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto)thereto and including any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, that and the expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by, by or asserted against such IndemniteeIndemnitee 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, in or escape, seepage, leakage, spillage, discharge, emission or release from, any manner relating to 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 this Agreement or relating to the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or , accident or event caused by any act or omission of such Company or any other Loan Documentof its Subsidiaries, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans or Notes, the consummation Letters of Credit and the transactions contemplated by this AgreementLender Interest, including any matter relating except that such Company shall have no obligation hereunder to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable an Indemnitee 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 any liability resulting from the gross negligence or willful wilful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the immediately preceding sentence may be unenforceable because unenforceable, each Company shall contribute the maximum portion which it is violative of any permitted to pay and satisfy under applicable law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the Indemnified Liabilities that is permissible under applicable law. The obligations generality of Borrowers under this Section 8.2 shall survive the termination any provision of this Agreement Section, to the fullest extent permitted by law, each Company hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and the payment in full of the Obligationsexpenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are shall be consummated, each Borrower agrees to indemnify, exonerate, defend, payprotect and indemnify Lender, its participants and each of their assigns, and hold harmless Lendereach of their respective directors, and the officers, directors, employees, affiliates and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnified Persons”) 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, causes including, without limitation, reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of any claim, action, judgmentssuit, suitslitigation, claims, costs, expenses, and disbursements of any kind investigation or nature whatsoever proceeding (including, the reasonable out-of-pocket fees and disbursements of counsel for whether or not such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated Indemnified Person is a party thereto), that which may be imposed on, incurred by, or asserted against such Indemniteeany Indemnified Person (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, the Related Documents, or any other act, event or transaction related or attendant hereto or thereto, the making and the management of the Loan Document, or the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)hereunder; provided, however, that no Borrower such indemnity shall be liable with respect not apply to Indemnified Liabilities to the extent any such Indemnified Liabilities are found in a final non-appealable judgment losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have resulted arisen from the gross negligence or willful wilful misconduct of such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any such Indemniteeof 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, pay and hold harmless set forth in the preceding sentence this subsection may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such the Borrower shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each all matters incurred by the Indemnified Persons. The provisions of and undertakings and indemnifications set out in this Section shall survive the satisfaction and payment of the Indemnified Liabilities that is permissible under applicable law. The obligations Indebtedness of Borrowers under this Section 8.2 shall survive the Borrower and the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition Subject to Section 9.7, except to the payment extent caused by the negligence or willful misconduct of expenses pursuant to Section 8.1 hereofLandlord or any of its employees, and irrespective of whether the transactions contemplated hereby are consummatedofficers, each Borrower agrees to indemnifycontractors or agents, exonerateTenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), defend, pay, indemnify and hold harmless LenderLandlord, its affiliates, and the their respective employees, officers, directors, employeespartners, members and shareholders, the property manager, and agents Mortgagees of and counsel to Lender and such holders (collectivelythe Property, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligationslosses, 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 (a) any injury to or death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (b) any act, omission, fault, misconduct, negligence or violation of applicable laws and regulations by Tenant or any Tenant Parties, including without limitation on account of any construction or other work by Tenant on or about the Premises pursuant to Article 8 or otherwise, or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise. Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any and all liabilities, losses, damages, penaltiescosts, actionsexpenses (including reasonable attorneys’ fees and expenses), causes of action, judgments, suits, claims, costs, expenses, and disbursements demands or judgments of any kind nature arising from or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court Landlord’s or any of competent jurisdiction to have resulted from the gross Landlord’s employees’, officers’, contractors’, or agents’ negligence or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth resulting in the preceding sentence may be unenforceable because it is violative of any law personal injury or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsbodily harm.

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

Indemnity. 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, exonerate, defend, pay, and hold harmless Lenderthe Agent-Related Persons, and the officers, directors, employees, and agents of and counsel to Lender and such holders Lender-Related Persons (collectively, collectively the “Indemnitees” and individually, an individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender 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 no Borrower shall be liable have no obligation hereunder 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 arising from the gross negligence or willful misconduct of any such Indemnitee or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers Borrower under this Section 8.2 shall survive the termination of this Agreement and the payment in full discharge of the ObligationsBorrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, The Company and irrespective of whether the transactions contemplated hereby are consummated, each Borrower Uptick agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, each other and the officersits affiliates, directors, officers, counsel, employees, agents, members, managers, successors, assigns, and agents of and counsel to Lender and such holders controlling persons (collectively, as defined in the “Indemnitees” and individuallyAct) (each, an “IndemniteeIndemnified Party”) from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of liabilities (including any kind or nature whatsoever (includinginvestigatory, the reasonable out-of-pocket fees legal, and disbursements of counsel for such Indemnitees other expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any investigationaction, administrativeclaim, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, not resulting in any manner liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of this (a) the Agreement or the services to be performed under the Agreement or any other Loan Documentagreement between the parties to this Agreement, (b) any transactions referred to in the use Agreement or intended use of the proceeds of the Loans or the consummation 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, including and (d) any matter relating to or arising out failure of the filing or recordation of any of Company to perform its obligations under this Agreement, provided that the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender Company and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower Uptick shall not be liable with respect to an Indemnified Liabilities Party in any such case to the extent that any such Indemnified Liabilities are Indemnifiable Loss is found in a final non-appealable final, nonappealable 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, responsible, or accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for losses, claims, damages, or liabilities finally judicially determined to have resulted solely and exclusively from actions taken or omitted to be taken as a direct result of such Indemnified Party’s gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsmisconduct.

Indemnity. In addition to (a) Licensee shall at all times (both during and after the payment of expenses pursuant to Section 8.1 term hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, ) indemnify and hold harmless LenderLicensor, its agents and the officers, directors, employees, against and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all actions, suits, liabilities, obligationssettlements, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, charges, reasonable counsel fees and all other expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out from any and all claims (whether founded or unfounded) of this Agreement every nature or character (including, 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 Loan Documenttangible or intangible personal or property right) (collectively, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement"Losses"), including any matter relating to based upon or arising out of Licensee's operation of the filing Departments, or recordation 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 a service, used in the performance of such service), or due to any negligence or dishonesty of, or to any act of commission or omission by, Licensee or any of the Loan Documents which filing its employees or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedagents, however, that no Borrower shall be liable with respect to Indemnified Liabilities all except to the extent such Indemnified Liabilities are found in a final non-appealable judgment Loss is caused by a court of competent jurisdiction to have resulted from the gross negligence Licensor's negligent actions or omissions or willful misconduct misconduct; and in case any action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensor by reason of any such Indemnitee. To claim, the extent that Licensee, if Licensor so requests, shall resist and defend such action, suit or proceeding, at the undertaking to indemnifysole expense of Licensee, pay, by reputable counsel. (b) Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless set forth in Licensee, its agents and employees, against and from any and all Losses, based upon or arising out of Licensor's operations, or the preceding sentence may be unenforceable because it is violative Licensor's sale, use or installation of any law products or public policy and services (other than the Wares or Services), or any defect in any product or service rendered by Licensor (other than the Wares or Services) or in any ingredient, product or component used in such Borrower is required to make a payment products or services(other than the Wares or Services), or due to any Indemnitee pursuant negligence or dishonesty of, or to this Section 8.2any act of commission or omission by, such Borrower shall make the maximum contribution Licensor or any of its employees or agents, all except to the payment extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and satisfaction in case any action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensee by reason of each any such claim, Licensor, if Licensee so requests, shall resist and defend such action, suit or proceeding, at the sole expense of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsLicensor, by reputable counsel.

Indemnity. In Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 8.1 hereof24, and irrespective of whether the transactions contemplated hereby are consummatedBorrower shall defend, each Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lenderharmless, the Lender and the its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, directors, employees, counsel, accountants, investors, financial advisors, agents, consultants and agents of and counsel to Lender and such holders other advisors (collectively, the “Indemnitees” and individuallyeach, an “Indemnitee”) ), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding 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 indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement Secured Note or any other Loan Document, the transactions contemplated hereby (including the Lender’s agreement to make a loan or the use or intended use of the proceeds thereof, or any enforcement of this Secured Note), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable have no obligation to any Indemnitee hereunder with respect to Indemnified Liabilities the foregoing to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding any such Indemnitee. To contrary provision in this Secured Note, 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each obligation of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under Borrower with respect to each indemnity given by them in this Section 8.2 Secured Note shall survive the termination of this Agreement and Maturity Date, the payment in full of the Obligations, or conversion to Common Stock, and the termination of this Secured Note.

Indemnity. 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 (a) Hertz agrees to indemnify, exonerate, defend, payhold harmless, and hold harmless Lenderdefend the QI, and the its respective agents, officers, directors, employees, members and agents of and counsel to Lender and such holders affiliates (collectively, the each a “Indemnitees” and individually, an “QI Indemnitee”) from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees expenses suffered in connection with any investigation, administrative, claims 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of any such a QI Indemnitee. To This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent that related to the undertaking to indemnifyQI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, payliability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and hold harmless set forth in shall pay any settlements approved by the preceding sentence QI Indemnitee and any judgments which may be unenforceable because it is violative finally awarded, provided that Hertz shall have the right to control the defense of any law such third party claims or public policy actions. The QI Indemnitee agrees to consult and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution cooperate to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment extent reasonably deemed necessary by Hertz in full of the Obligationssuch defense.

Indemnity. In addition (a) The Corporation (the “Indemnitor”) hereby agrees to indemnify and hold the payment of expenses pursuant to Section 8.1 hereofAgent, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, payits subsidiaries or affiliates, and hold harmless Lendereach of their directors, and the officers, directors, employees, employees and agents of and counsel (hereinafter referred to Lender and such holders (collectively, as the “Indemnitees” and individually, an “IndemniteePersonnel”) harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, penaltiesliabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, causes of action, judgments, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, costsdamages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (i). Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable expenses (including 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 the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent or any Personnel, then the Agent and such Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, and disbursements of any kind or nature whatsoever (including, the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by the Agent’s Personnel in connection therewith) and out-of-pocket fees and disbursements of counsel for such Indemnitees expenses incurred by their Personnel in connection with therewith shall be paid by the Indemnitor as they occur. (d) Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, administrativewhich is based, directly or judicial proceedingindirectly, whether such Indemnitee shall be designated a party thereto), that upon any matter in respect of which indemnification 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 Documentsought from the Indemnitor, the use or intended use Agent will notify the Indemnitor in writing of the proceeds commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the Loans or progress thereof and will discuss with the consummation 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 transactions contemplated by this AgreementAgent and/or any Personnel. The Indemnitor shall, including on behalf of itself and the Agent and/or any matter relating Personnel, as applicable, be entitled to or arising out of (but not required) to assume the filing or recordation defence of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower suit brought to Lender and its counsel (the “Indemnified Liabilities”)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 Borrower settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable 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 for any settlement of any such Indemniteelegal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. To The Agent and its Personnel shall have the extent that right to appoint its or their own separate counsel at the undertaking Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) The indemnity and contribution obligations of the Indemnitor shall be in addition to indemnifyany liability which the Indemnitor may otherwise have, pay, shall extend upon the same terms and hold harmless set forth in conditions to the preceding sentence may Personnel of the Agent and shall be unenforceable because it is violative binding upon and inure to the benefit of any law or public policy successors, assigns, heirs and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each personal representatives of the Indemnified Liabilities that is permissible under applicable lawIndemnitor, the Agent and any of the Personnel of the Agent. The obligations of Borrowers under this Section 8.2 foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. 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 (i) The Grantor agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lenderthe Beneficiary, the Trustee and each of the other Secured Parties and the officers, directors, employees, agents and agents Affiliates of the Beneficiary, the Trustee and counsel to Lender and such holders each of the other Secured Parties (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses, and expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, by or asserted against such that Indemnitee, in any manner relating to or arising out of this Agreement hereof, the Indenture, the Notes, any other Collateral Document or any other Loan Documentdocument evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the use Indenture, the Notes, any other Collateral Document or intended use of any other document evidencing the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel Secured Obligations (the “Indemnified Liabilities”); provided, however, that the Grantor shall have no Borrower shall be liable obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in it has been determined by a final non-appealable judgment decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction to have resulted that such Indemnified Liabilities arose from the gross negligence or willful misconduct of any such that Indemnitee. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such Borrower the Grantor shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitees or any of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsthem.

Indemnity. In addition to Indemnify the payment of expenses pursuant to Section 8.1 hereofBank and its employees, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employeesshareholders, agents, attorneys, successors and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and assigns against any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements expenses of any kind or nature whatsoever (whatsoever, including, the reasonable out-of-pocket without limitation, attorneys' fees and disbursements of counsel for such Indemnitees expenses, incurred by them arising out of, in connection with any investigation, administrativeway connected with, or judicial proceedingas a result of (a) this Agreement or the Related Documents or the transactions contemplated hereby or protection or enforcement (including collection or disposition of Collateral) of the Bank's rights under this Agreement or the Related Documents, (b) the execution and delivery of this Agreement by the Company and the performance of the Obligations, (c) any violation of Environmental Laws or any other Requirements of Law by the Company or any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such violation, and (d) any claim, litigation, investigation or proceedings relating to any of the foregoing or the transactions contemplated by this Agreement, whether such Indemnitee shall be designated or not the Bank is a party thereto); provided, however, that may be imposed onsuch indemnity shall not apply to any such losses, incurred byclaims, damages, liabilities or asserted against such Indemnitee, in related expenses to the extent caused by any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use willful misconduct of the proceeds of Bank. The foregoing indemnities shall survive the Loans or Termination Date, the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out the repayment of the filing Obligations and the invalidity or recordation unenforceability of any of the Loan Documents which filing term or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination provision of this Agreement or of the Related Documents and shall remain in effect regardless of any investigation made by or on behalf of the Bank or the Company and the payment in full content or accuracy of the Obligationsany representation or warranty made under this Agreement.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each The Borrower agrees to indemnify, exonerate, defend, payprotect, indemnify and hold harmless Lender, the Agent and the each Lender and each and all of its officers, directors, employees, attorneys and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, whether such Indemnitee or not the Indemnified Parties shall be designated by a party thereto), that which may be imposed on, incurred by, or asserted against such Indemniteeany 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 manner directly relating to or arising out of this Agreement or the other Financing Agreements, or any other act, event or transaction related or attendant thereto, the making and the management of the Term Loan Document(including, without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Term Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)hereunder; provided, however, that no the Borrower shall be liable not have any obligation to any Indemnified Party hereunder with respect to Indemnified Liabilities to matters caused by or resulting from the extent willful misconduct or gross negligence of 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 any such IndemniteeParty. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such the Borrower shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each all matters incurred by the Indemnified Parties. 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 Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the Borrower and the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofThe Tenant agrees, and irrespective of whether or not the transactions contemplated hereby by this Project Lease, the Site Lease, the Bonds or the Bond Agreement are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Issuer and the its officers, directors, employeesofficials, employees and agents, including the Bank as assignee of the Issuer's rights under this Project Lease, and the Owner and each of its officers, directors, employees and agents (any or all of and counsel the foregoing referred to Lender and such holders (collectivelyhereafter as "Indemnified Persons"), the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitiesclaims, obligationsactions, lossessuits, proceedings, expenses, judgments, damages, penalties, actionsfines, causes of actionassessments, judgmentsliabilities, suits, claims, costs, expenses, and disbursements of any kind charges or nature whatsoever other costs (including, the reasonable out-of-pocket without limitation, all attorneys' fees and disbursements of counsel for such Indemnitees expenses incurred in connection with enforcing this Project Lease or collecting any investigationsums due hereunder and any claim or proceeding or any investigations undertaken hereunder) relating to, administrativeresulting from, or judicial proceedingin connection with (a) any cause in connection with the Project, whether such Indemnitee shall be designated a party thereto)including, that may be imposed onwithout limitation, incurred bythe acquisition, design, construction, installation, equipping, operating, maintenance or asserted against such Indemnitee, in use thereof; (b) any manner relating to act or arising out omission of this Agreement the Tenant or any other Loan Documentof its agents contractors, servants, employees or licensee in connection with the use or intended use operation of the proceeds Project; (c) any cause in connection with the issuance and sale of the Loans Bonds, (d) a misrepresentation or breach of warranty by the consummation Tenant hereunder or under any of the transactions contemplated documents executed by the Tenant in connection with this AgreementProject Lease, including or (e) any matter relating to or arising out of violation by the filing or recordation Tenant of any of its covenants hereunder or under any of the Loan Documents which filing other documents executed by the Tenant in connection with the Bonds or recordation this Project Lease. This indemnity is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable effective only with respect to any loss incurred by any Indemnified Liabilities Person not due to the extent willful misconduct, gross negligence, or bad faith on part of such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction Person. In case any action or proceeding shall be brought against one or more Indemnified Person and with respect to have resulted from the gross negligence or willful misconduct of any which such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence Indemnified Person may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2seek indemnity as provided herein, such Borrower Indemnified Person shall make promptly notify the maximum contribution Tenant in writing and the Tenant shall promptly assume the defense thereof, including the employment of counsel reasonable satisfactory to such Indemnified Person or Indemnified Persons, the payment of all expenses and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers right to negotiate and consent to settlement; but the failure to notify the Tenant as provided shall not relieve Tenant from any liability or duty under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsSection, so long as Tenant is given reasonable opportunity to defend such claim.

Indemnity. In addition to The Borrower shall indemnify 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, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and Bank against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs (including funding costs), expenses, charges, proceedings and disbursements of any kind or nature all other liabilities whatsoever including legal costs (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated on a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or full indemnity basis) (other than those arising out of this Agreement 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 other failure by the Borrower to perform or observe any of his or its obligations under any Loan Document, granted and against all the use or intended use consequences of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation breach of any of the term, conditions, statements, undertaking, representations, guaranties etc. of the Loan Documents which filing as also of any of its representations or recordation warranties not being found to be true, any breach of trust or other fiduciary obligation binding on the Borrower; (ii) in relation to any litigation from the Borrower or any third party/Person in relation to the Loan; (iii) any draft, cheque, promissory note, bill of exchange and other order for payment is done based upon information supplied or may be payable including, without limitation, each claim and liability arising or incurred by any Borrower to Lender and its counsel reason of the Bank's endorsement on such item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable iv) penalties with respect to Indemnified Liabilities or resulting from delay or omissions to pay any such stamp, registration and similar taxes or charges (other than those arising out of gross negligence, wilful misconduct or fraud of the Bank). Such stamp, registration and similar taxes or charges (if not paid or reimbursed by the Borrower) shall be deemed to be the amounts due under/in relation 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 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsLoan.

Indemnity. In addition to the Lessee agrees that each payment of expenses Basic Rent hereunder shall be free and clear of, and without deduction for, any and all withholdings on account of Taxes of any nature whatsoever, whether or not an exclusion pursuant to Section 8.1 hereof10(b) applies, and irrespective except as required by law. If any such deduction or withholding of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation Taxes is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable required with respect to Indemnified Liabilities such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or withholding, will be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (or to any taxing authority for the account of Lessor) as a 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 Indemnified Liabilities are found in Tax would give rise to a final non-appealable judgment Lessor's Lien for which the Owner Participant (i) upon or with respect to, based upon or measured by a court of competent jurisdiction to have resulted from (A) any Engine or any Part thereof, or interest therein, (B) the gross negligence or willful misconduct manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any such Indemnitee. To the extent that the undertaking to indemnifyinsurance claim, paysale, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of any law title, return or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each other disposition of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive Aircraft, the termination of this Agreement and Airframe, any Engine or any Part thereof or interest therein; or (C) the payment in full of rentals, receipts, income or earnings arising therefrom (including without limitation the Obligations.Rent), or

Indemnity. In addition (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall indemnify, defend and hold harmless, 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 Taxes whensoever arising with respect to or relating to the payment Company that are attributable to any taxable period ending on or prior to the Closing Date and, in the case of expenses pursuant a taxable period that includes, but does not end on the Closing Date, the portion of such taxable period that ends on the Closing Date, (ii) any and all Taxes of Parent, Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to Section 8.1 hereofwhich such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and irrespective all Taxes arising out of whether or constituting a breach of any representation, warranty, or covenant of the transactions contemplated hereby are consummatedParent, each Borrower agrees Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be referred to indemnifyherein as "Parent's Taxes"). Parent's Taxes shall include, exoneratewith respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), defendall Taxes relating to the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, paythe 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, and hold harmless Lendergross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the officers, directors, employeesdenominator of which is the total number of days in such Straddle Period, and agents (ii) in the case of and counsel to Lender and such holders (collectivelya Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the “Indemnitees” and individuallyTax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, an “Indemnitee”) from and against any and all liabilitiesexcept that exemptions, obligationsallowances, lossesdeductions or credits, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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 exclusive of the proceeds of the Loans amount by which they are increased or the consummation decreased as a result of the transactions contemplated by this Agreementhereby, including any matter relating to and which are calculated on an annual basis (such as the deduction for depreciation or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender capital allowances) shall be apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Parent and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower affiliates from and against and in respect of and shall be liable responsible for and shall timely pay or cause to be paid (i) any and all Taxes with respect to Indemnified Liabilities 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 extent 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 Indemnified Liabilities are found 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 a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence second preceding sentence or willful misconduct in connection with the determination of any such IndemniteeTax liability or any audit, examination or proceeding. To Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or the extent that possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the undertaking to indemnify, pay, and hold harmless set forth Returns described in the second preceding sentence may be unenforceable because it is violative or in connection with the determination of any law Tax liability or public policy any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other (at their own expense) party to obtain other information or documents necessary or appropriate to prepare and such Borrower is required to make a payment to file Returns or elections or necessary or appropriate in connection with the determination of any Indemnitee pursuant to this Section 8.2Tax liability or any audit, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsexamination or proceeding.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofa. Buyer shall, at Buyer’s sole cost and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, expense defend, pay, indemnify and hold harmless LenderSeller and its parent, subsidiary and the affiliated companies and their respective officers, directors, employees, employees and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “IndemniteeSeller 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, causes of action, judgments, suitsexpenses and fees, claimsincluding without limitation, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket attorneys’ fees and disbursements expenses (collectively “Losses”), suffered or incurred by a Seller Indemnified Party arising out of counsel for such Indemnitees or in connection with 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 Buyer’s use or any other Loan Document, the use or intended of its licensees’ use of the proceeds Marks pursuant to this Agreement and the subject matter hereof, including without limitation, those relating to: (i) the offer or sale of the Loans Products using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the consummation 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 transactions contemplated Retail Station Business; (iv) the violation by this Agreement, including any matter relating to Buyer or arising out of the filing or recordation its licensees of any applicable law, regulation or industry standard; and/or (v) the alleged or actual violation of third party rights regarding the Loan Documents which filing or recordation is done based upon information supplied by realization and/or the release of any Borrower to Lender and its counsel (advertising using the “Indemnified Liabilities”)Marks during the Term; provided, however, that in no Borrower event shall be liable with respect the foregoing indemnity extend to Indemnified Liabilities any Losses to the extent such that they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”). b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Liabilities are found Parties”) harmless from and against all Losses arising out of or in a final non-appealable judgment connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any Losses to the extent caused by a court of competent jurisdiction to have resulted from the gross Buyer’s negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination by Buyer’s breach of this Agreement and the payment in full or violation of the Obligationslaw.

Indemnity. 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 Tenant shall indemnify, exoneratehold harmless, defendand, payat Landlord’s option (with such attorneys as Landlord may approve in advance and in writing), defend Landlord and hold harmless Lender, and the Landlord’s officers, directors, shareholders, partners, members, managers, employees, contractors, property managers, agents and agents of mortgagees and counsel to Lender and such holders (collectivelyother lien holders, the “Indemnitees” and individually, an “Indemnitee”) 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, causes liabilities, losses of actionevery kind and nature (including, judgmentswithout limitation, property damage, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, claimsadministrative proceedings, costscosts and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and disbursements the costs of any kind or nature whatsoever (includingcleanup, the reasonable out-of-pocket fees remediation, removal and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto)restoration, that may be imposed on, incurred by, or asserted against such Indemnitee, are in any manner relating way related 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, including any matter relating to or arising out of covered by the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsforegoing indemnity.

Indemnity. 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 (i) The Mortgagor agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lender, the Mortgagee and each of the other Secured Parties and the officers, directors, employees, agents and agents Affiliates of the Mortgagee and counsel to Lender and such holders each of the other Secured Parties (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses, and expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, by or asserted against such that Indemnitee, in any manner relating to or arising out of this Agreement hereof, the Indenture, the Notes, any other Collateral Document or any other Loan Documentdocument evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the use Indenture, the Notes, any other Collateral Document or intended use of any other document evidencing the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel Secured Obligations (the “Indemnified Liabilities”); provided, however, that the Mortgagor shall have no Borrower shall be liable obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in it has been determined by a final non-appealable judgment decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction to have resulted that such Indemnified Liabilities arose from the gross negligence or willful misconduct of any such that Indemnitee. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such Borrower the Mortgagor shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitees or any of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsthem.

Indemnity. In addition to The Tenant hereby indemnifies and saves harmless the payment of expenses pursuant to Section 8.1 hereof, Landlord and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, its successors and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) assigns from and against any and all losses, liabilities, obligations, losses, damages, penaltiescosts (including, actionswithout restriction, causes of action, judgments, suits, claims, costs, expenses, all legal and disbursements other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind or nature whatsoever (including, without limitation: (a) the reasonable outcosts of defending, counter-of-pocket fees 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 counsel for such Indemnitees in connection 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 investigation, administrative, fines levied against the Landlord; which at any time or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that from time to time may be imposed onpaid, incurred by, or asserted against such Indemniteethe Landlord, in any manner relating to whatsoever arising from or arising out of this Agreement of, directly or any other Loan Documentindirectly, the Tenant’s use or intended use occupancy of the proceeds Lands or occasioned wholly or in part by any act or omission of the Loans Tenant, its agents, contractors, employees, sub-Tenant, licensees, concessionaires or anyone permitted by the Tenant to be in or on the Lands and the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any time or from time to time may be paid, incurred or asserted against the Landlord as a direct or indirect result of the presence on or under, or the consummation of the transactions contemplated by this Agreementescape seepage, including any matter relating to leakage, spillage, discharged, emission or arising out of the filing or recordation release, of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedHazardous Substances, however, that no Borrower shall be liable 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 Lands either onto any lands, (including the Lands), into the atmosphere or willful misconduct of into any such Indemniteewater. 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 This indemnification shall survive the expiration of the Term of the Lease and the termination of this Agreement and the payment in full of the ObligationsLease for whatever cause.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Each Borrower hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lender, Administrative Agent and Lenders and the officers, directors, employees, and agents of trustees, agents, investment advisors, collateral managers, servicers, and counsel to Lender of Administrative Agent and such holders Lenders (collectively, collectively called the “"Indemnitees” and individually, an “Indemnitee”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees Indemnitee) in connection with any investigationinvestigative, administrativeresponse, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto)thereto and including any such proceeding initiated by or on behalf of a Credit Party, that 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 than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by, by or asserted against such IndemniteeIndemnitee 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, in or escape, seepage, leakage, spillage, discharge, emission or release from, any manner relating to 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 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 or any other Loan Document, Agreement) and the use or intended use of the proceeds of the Loans and (c) any brokerage claims in connection with the sale or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation leasing of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedProject, however, except that no Borrower shall be liable have any obligation hereunder to an Indemnitee 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 any liability resulting from the gross negligence or willful misconduct of any such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any liability with respect to clauses (a) or (c) first occurring after transfer of title of a Project following a foreclosure or pursuant to a conveyance in lieu of foreclosure provided that the applicable Borrower is no longer in possession of the applicable Project. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the immediately preceding sentence may be unenforceable because unenforceable, each Borrower shall contribute the maximum portion which it is violative of any permitted to pay and satisfy under applicable law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each all such indemnified liabilities incurred by the Indemnitees or any of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsthem.

Indemnity. 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 Lessor agrees to indemnifyindemnify and save harmless Lessee and its parents, exoneratesubsidiaries, defend, pay, and hold harmless Lender, and the officersaffiliates, directors, officers, employees, agents, servants, attorneys and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) representatives from and against any and all liabilities, obligations, losses, damages, penalties, actionsclaims, causes of action, damages, fines, judgments, suitspenalties, claimscosts (including environmental clean-up costs and response costs), costsliabilities, expensesexpenses or losses (including without limitation, reasonable attorneys' fees and disbursements expenses of litigation) arising during or after the Term: (a) as a result of any kind violation by Lessor of any applicable federal, state or nature whatsoever (includinglocal environmental laws or regulations, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees as now or hereinafter in connection with any investigationeffect, administrativeregulating, 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 imposing liability or imposing standards of this Agreement conduct concerning any Hazardous Materials ("Environmental Laws") relating to the Premises; or any other Loan Document, the use or intended use (b) as a result of the proceeds presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar conditions which occurred or first arose prior to commencement of the Loans or Term and during the consummation period of Lessor's ownership of the transactions contemplated by this Agreement, including Premises; or (c) as a result of any matter relating to or arising out violation of the filing accessibility or recordation path of travel requirements imposed by ADA; or (d) as a result of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender Lessor's representations and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemniteewarranties being untrue. 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 These indemnities shall survive the expiration, cancellation or termination of the Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the Term: (a) as a result of Lessee's use and occupancy of the Premises, including, without limitation, any violation by Lessee of any Environmental Laws relating to the Premises; or (b) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the commencement of the Term. These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Agreement and the payment in full of the ObligationsLease.

Indemnity. In addition Each Borrower hereby agrees to jointly and severally indemnify Agent, each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless from and against any liability, loss, damage, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and legal expenses) as the payment result of expenses pursuant such Borrower’s failure to Section 8.1 hereofobserve, and irrespective of whether perform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby are consummatedor thereby, each Borrower agrees except those determined by a court of competent jurisdiction in a final nonappealable judgment to indemnifyhave arisen out of the bad faith, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind gross negligence or nature whatsoever (including, the reasonable out-willful misconduct of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out breach of the terms of this Agreement or any other Loan DocumentDocument by, the use Agent, either Arranger or intended use such Lender. In addition, each Borrower shall defend Agent, each Arranger and each Lender (and each of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation their Affiliates) against and hold it harmless from all claims of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, each Borrower shall indemnify and hold harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of Agent, either Arranger or such Lender. Notwithstanding any such Indemnitee. To contrary provision in this Agreement, 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction obligation of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers Borrower under this Section 8.2 12.2 shall survive the termination of this Agreement and the payment in full of the Obligationsnon-indemnity Obligations and the termination of this Agreement.

Indemnity. In addition to 18.1 Each of 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, exonerate, defend, pay, and hold harmless Lender, Issuer and the Guarantors indemnifies, jointly and severally, on an after-tax basis, the Paying Agent, the Registrar and their respective directors, officers, directorsemployees and controlling persons against all losses, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligationscosts, lossesclaims, actions, damages, penaltiesexpenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of the powers and duties by the Paying Agent or the Registrar, as the case may be, under this Agreement except as may result from the wilful default or negligence of the Paying Agent or the Registrar, as the case may be, or that of their respective directors, officers, employees or controlling persons. 18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, causes damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of actionthem may incur or which may be made against any of them as a result of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, judgmentsofficers, suitsemployees or controlling persons. 18.3 The Registrar severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, costsactions, expensesdamages, and disbursements of any kind expenses or nature whatsoever demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the reasonable out-of-pocket fees and disbursements foregoing) which any of counsel for such Indemnitees in connection with any investigation, administrative, them may incur or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, or asserted made against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use them as a result of the proceeds Registrar's wilful default or negligence or that of the Loans Registrar's directors, officers, employees or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive controlling persons. 18.4 This Clause 18 survives the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the payment of expenses pursuant to Section 8.1 hereofNotes Collateral Agent and the Secured Parties, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective successors, each Borrower agrees to indemnifyassigns, exonerate, defend, payagents and employees (each, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, suits and disbursements of any kind or nature whatsoever (including, the reasonable and documented out-of-pocket fees costs and expenses (including the reasonable and documented fees, charges and disbursements of any counsel for such Indemnitees in connection with any investigationIndemnitee) of any kind and nature (including, administrativewithout limitation, all expenses of litigation or judicial proceeding, preparation therefor whether such Indemnitee shall be designated or not the Notes Collateral Agent or any Secured Party is a party thereto), that may be ) imposed on, incurred by, by or asserted against such Indemniteethe Notes Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any manner way relating to or arising out of this Agreement Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other 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 other Loan DocumentGrantor, the use and any claim for patent, trademark or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”copyright infringement); providedprovided that such indemnity shall not, howeveras to any Indemnitee, that no Borrower shall be liable with respect to Indemnified Liabilities available to the extent that such Indemnified Liabilities losses, claims, damages, liabilities or related expenses are found in a final non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the extent This Section 8.16 shall not apply with respect to Taxes other than any Taxes that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of represent losses or damages arising from any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsnon-Tax claim.

Indemnity. A. In addition to the payment of expenses pursuant to Section 8.1 hereof9.2, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, each Borrower agrees the Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, exonerate, defend, pay, pay and hold harmless each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and agents affiliates of each of the Lead Arrangers and counsel to each of the Agents and each Lender and such holders (collectively, collectively called the “Indemnitees” and individually”), an “Indemnitee”) 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, causes of action, judgments, suits, claims (including environmental claims), costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket and documented fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened by any Credit Party or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or any the other Loan Document, 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 of the Loans thereof, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation enforcement of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (including the “Indemnified Liabilities”enforcement of the Guaranty); provided, however, that no Borrower shall be liable 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 any such Indemnitee. ). B. To the extent that the undertaking undertakings to defend, indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 9.3 may be unenforceable in whole or in part because it is violative of they violate any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such Borrower the Credit Parties shall make contribute the maximum contribution 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 Indemnified Liabilities that 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 permissible under based on contract, tort or duty imposed by any applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and the payment Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in full of the Obligationsits favor.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, The Makers shall jointly and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the Lender, and the its successors, assigns, officers, directorsshareholders, agents and employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, causes of action, judgments, suits, claimsproceedings, costs, expenses, damages, fines, penalties and disbursements of any kind or nature whatsoever (liabilities, including, the without limitation, reasonable out-of-pocket attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigationcosts, 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 of, connected with or resulting from (a) this Agreement Note or any of the other Loan DocumentInstruments, (b) the use Lender’s preservation or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation attempted preservation of any of the collateral taken pursuant to any of the Loan Documents which filing Instruments, and/or (c) any failure of the security interests and liens granted to the Lender pursuant to the Loan Instruments to be or recordation is done based upon information supplied to remain perfected or to have the priority as contemplated herein and in the Loan Instrument; provided, however, the Makers shall not have any obligation to indemnify the Lender for any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or have arisen solely and completely from any Borrower gross negligence or willful misconduct committed by the Lender. At the Lender’s request, the Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in any event, shall satisfy, pay and its counsel (discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the “Indemnified Liabilities”)Lender in any such action, plus all attorneys’ fees and costs related thereto to the extent permitted by applicable law; provided, however, that no Borrower the Lender shall be liable with respect to Indemnified Liabilities give the Makers (to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted the Lender seeks indemnification from the gross negligence or willful misconduct Makers under this section) prompt written notice of any such Indemnitee. To claim, demand or suit after the extent that the undertaking to indemnify, payLender has received written notice thereof, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of Lender shall not settle any law such claim, demand or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2suit, such Borrower shall make if the maximum contribution Lender seeks indemnification therefor from the Makers, without first giving notice to the payment and satisfaction of each Makers of the Indemnified Liabilities that is permissible under applicable lawLender’s desire to settle and obtaining the consent of the Makers to the same, which consent the Makers hereby agree not to unreasonably withhold. The All obligations of Borrowers the Makers under this Section 8.2 section shall survive the termination of this Agreement and the payment in full of the ObligationsNote.

Indemnity. In addition to The Borrower shall indemnify the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummatedAdministrative Agent, each Borrower agrees to indemnify, exonerate, defend, pay, Joint Lead Arranger and hold harmless each Lender, and each Related Party of any of the officers, directors, employees, and agents of and counsel to Lender and foregoing Persons (each such holders (collectively, the “Indemnitees” and individually, Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, Liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto(not to include allocated costs of internal counsel), that may be imposed on, incurred by, by or asserted against such Indemniteeany Indemnitee arising out of, in any manner relating to connection with, or arising out as a result of (i) the execution or delivery of this Agreement or any other Loan Documentagreement or instrument contemplated hereby, the use or intended use performance by the parties hereto of the proceeds of the Loans their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries; provided that any such losses, claims, damages, liabilities and expenses arise out of or in connection with such Indemnitee’s acting as Administrative Agent or a Lender under this Agreement, including or (iv) any matter actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether based on contract, tort or recordation any other theory, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is done based upon information supplied by a party thereto; provided that such indemnity set forth in the foregoing clauses (i), (ii), (iii) and (iv) shall not, as to any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedIndemnitee, however, that no Borrower shall be liable with respect to Indemnified Liabilities available to the extent that such Indemnified Liabilities or related expenses are found in a final non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to (x) have resulted from (A) the willful misconduct or gross negligence of such Indemnitee or willful misconduct (B) a material breach of the funding obligation of such Indemnitee or any of such Indemnitee’s Affiliates hereunder, or (y) have not resulted from an act or omission by the Borrower or any of its Affiliates and have been brought by an Indemnitee against any other Indemnitee (other than any claims against the Administrative Agent or the Joint Lead Arrangers in their capacities or in fulfilling their roles as a Joint Lead Arranger or the Administrative Agent hereunder). The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. To Anything in this Section 9.3(c) to the extent that contrary notwithstanding, the undertaking to indemnify, pay, Borrower shall not be liable for the fees and hold harmless set forth expenses of more than one primary outside counsel for all Indemnitees in connection with the preceding sentence may be unenforceable because it is violative defense of any law action for which indemnification is sought hereunder (provided that if there is an actual or public policy perceived conflict of interest among the Indemnitees, the Borrower shall be liable for the fees and such expenses of one additional counsel and if necessary, a single firm of local counsel to the Indemnitees in each appropriate jurisdiction). The Borrower is required to make a payment shall have no obligation to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination 9.3(b) for matters for which such Indemnitee has been fully compensated pursuant to any other provision of this Agreement and the payment in full of the ObligationsAgreement. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. 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 Tenant shall indemnify, exonerate, defend, payprotect, hold harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and in writing), defend Landlord, Landlord's Agents, and hold harmless Lender, and the Landlord's officers, directors, shareholders, partners, employees, contractors, property managers, agents and agents of mortgagees and counsel to Lender and such holders (collectivelyother lien holders, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever Losses (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party theretoas defined below), that may be imposed onwhenever such Losses arise, incurred by, arising from or asserted against such Indemnitee, in related to: (a) any manner relating to violation or arising out of this Agreement alleged violation by Tenant 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, including any matter relating to or arising out of the filing or recordation Tenant's Parties of any of the Loan Documents which filing requirements, ordinances, statutes, regulations or recordation is done based upon information supplied other laws referred to in this Paragraph 11.b, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred prior to, on, or after the Commencement Date; (b) any breach of the provisions of this Paragraph 11.b by Tenant or any Borrower to Lender and its counsel of Tenant's Parties; or (the “Indemnified Liabilities”); providedc) any Hazardous Use on, however, that no Borrower shall be liable 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 about or from the gross negligence Premises by Tenant or willful misconduct any of Tenant's Parties of any Hazardous Materials (whether or not approved by Landlord under this Lease), whether such Indemnitee. To Hazardous Use occurred prior to, on, or after 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawCommencement Date. The obligations term "Losses" shall mean all claims, demands, expenses, actions, judgments, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of Borrowers under this Section 8.2 shall survive the termination of this Agreement every kind and the payment nature (including, without limitation, property damage, diminution in full of the Obligations.value of

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof8.5, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to shall indemnify, exonerate, defend, pay, defend and hold harmless the Lender, and the any of its parent corporations, subsidiary corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents of and counsel to Lender and such holders the foregoing (collectively, the “"Indemnitees” and individually, an “Indemnitee”") from and against any of the following (collectively, "Indemnified Liabilities"): (a) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances; (b) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Section 5.13 proves to be incorrect in any respect or as a result of any violation of the covenant contained in Section 6.12(b) ; and (c) Any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements expenses of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees counsel) in connection with the foregoing and any investigationother investigative, administrative, administrative or judicial proceedingproceedings, whether or not such Indemnitee shall be designated a party thereto), that may be which are imposed on, incurred by, by or asserted against any such Indemnitee, in any manner relating related to or arising out of this Agreement or any other in connection with the making of the Advances and the Loan Document, Documents or the use or intended use of the proceeds of the Loans or Advances. Notwithstanding the consummation of foregoing, the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall not be liable with respect obligated to indemnify any Indemnitee for any Indemnified Liabilities to Liability caused by the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of any such Indemnitee. To If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon such Indemnitee’s request, 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 that and in the manner directed by the Indemnitee, at the Borrower’s sole costs 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, pay, defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such the Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that which is permissible under applicable law. The obligations of Borrowers Borrower’s obligation under this Section 8.2 8.6 shall survive the termination of this Agreement and the payment in full discharge of the ObligationsBorrower’s other obligations hereunder for a period of three (3) years.

Indemnity. 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, exonerateshall protect, defend, pay, indemnify and hold harmless Lender, and the its directors, officers, employees and agents, and any successors to any of Lender's interests in the Obligations or any portion thereof or any interest therein, and any Person who acquires any Collateral at a foreclosure sale or otherwise through the exercise of Lender's rights and remedies under the Transaction Documents, and any successors to any such Person, and all directors, employeesofficers, employees and agents of and counsel to Lender and such holders (collectivelyall of the aforementioned indemnified parties, the “Indemnitees” and individually, an “Indemnitee”) harmless from and against any and all claims, liabilities, obligations, damages, losses, fines, penalties, judgments, awards, costs and expenses (including attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any Hazardous Materials Claims or any use, handling, production, transportation, disposal, release or storage of any Hazardous Materials in, under or on any Collateral or Borrower's business premises, whether by Borrower or by any Tenant or any other Person, including (a) all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (i) Hazardous Materials Claims or the use, generation, storage, discharge or disposal of Hazardous Materials by any Borrower, any prior owner or operator of any Collateral or Borrower's business premises, or the business or operations of Borrower, or any Person on or about any Collateral or Borrower's business premises; (ii) any residual contamination affecting any natural resource or the environment; (iii) any exercise by Lender of any of its rights and remedies hereunder; and (iv) Lender's reliance on any representation or warranty made herein or in any certificate delivered after the date hereof pursuant hereto, if such representation or warranty proves to be materially false or misleading; and (b) the costs of any required or necessary repair, cleanup, closure or detoxification of any Collateral or Borrower's business premises and the preparation of any closure or other required plans. All such costs, damages, penaltiesclaims and expenses heretofore described and/or referred to in this Section 9.05 are hereinafter referred to as "Expenses". In the event any Hazardous Material is caused to be removed from any of the Collateral or Borrower's business premises by Borrower, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement Lender or any other Loan DocumentPerson, the use number assigned by the Environmental Protection Agency to such Hazardous Material or intended use any similar identification shall be solely in the name of the proceeds of the Loans or the consummation of the transactions contemplated by this AgreementBorrower, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent assume any and all liability for 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 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsremoved Hazardous Material.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummatedEach Loan Party shall indemnify Agent, each Borrower agrees to indemnifyCo-Collateral Agent, exonerate, defend, pay, each Lender and hold harmless Lender, and the each of their respective officers, directors, employeesAffiliates, attorneys, employees and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket including fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that counsel) which may be imposed on, incurred by, or asserted against such IndemniteeAgent, any Co-Collateral Agent or any Lender in any manner relating claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or arising out of any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, any other Loan DocumentCo-Collateral Agent or any Lender is a party thereto, except to the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of extent that any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court foregoing arises out of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 15.5 by any Person under any Environmental Laws or similar laws by reason of any Loan Party’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances. The foregoing is not intended to limit the parties’ obligations in Section 4.19. Additionally, if any taxes (excluding Excluded Taxes, but including any intangibles taxes, stamp tax or recording tax) shall be payable by Agent, Co-Collateral Agents, Lenders or any Loan Party on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Loan Parties will pay (or will promptly reimburse Agent, Co-Collateral Agents and Lenders for payment of) all such Indemnitee. To the extent that the undertaking to indemnifytaxes, payincluding interest and penalties thereon, and will indemnify and hold harmless set forth the indemnitees described above 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment 15.5 harmless from and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment against all liability in full of the Obligationsconnection therewith.

Indemnity. In addition SERCEL and Mitcham hereby agree 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, exonerate, defend, pay, following indemnification obligations: (a) Mitcham shall indemnify and hold harmless LenderSERCEL, and the its directors, officers, directors, employees, employees and agents of and counsel to Lender and such holders Affiliates (collectively, hereinafter the “Indemnitees” and individually, an “IndemniteeSERCEL Indemnities”) from and against any and all liabilitiesliability, obligations, lossesloss, damages, fines, penalties, actionscosts and expenses (including, causes without Station, court costs and reasonable attorneys fees) incurred by any of actionthe SERCEL Indemnities as a result of any breach or violation by Mitcham or others acting on its behalf of any obligation, judgmentscovenant, suitsrepresentation or warranty of Mitcham set forth in this Agreement. (b) SERCEL shall indemnify and hold harmless Mitcham, its directors, officers, employees and Affiliates (hereinafter the “Mitcham Indemnities”) against any and all liability, loss, damages, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys fees) incurred by any of the Mitcham Indemnities (i) as a result of any breach or violation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation, covenant, representation or warranty of SERCEL set forth in this Agreement, (ii) that arise out of or are based upon losses, claims, costsdamages or liabilities suffered by any third parties (meaning any party other than Mitcham, expensesSERCEL, Mitcham’s Customer and disbursements their respective affiliates) resulting from design, manufacture, and/or operation of any kind or nature whatsoever (includingProducts, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct failure of any such Indemnitee. To the extent that the undertaking Products to indemnifysatisfy any warranties (whether expressed or implied, payif any), and hold harmless set forth or from any defect in the preceding sentence may Products. (c) It is expressly acknowledged by Mitcham that all liabilities and indemnification in relation thereto between SERCEL and Mitcham and Mitcham’s Customers, when leasing, renting or selling Sercel equipment to Mitcham’s Customers, will be unenforceable because it is violative exclusively governed by SERCEL’s general conditions of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each sale as mentioned in Schedule 3(a) of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each the Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Sustainability Structuring Agent Related Persons, the Lender-Related Persons, and the officers, directors, employees, and agents of and counsel to Lender and such holders each Participant (collectively, the “Indemnitees” and individually, an individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsclaims (including Environmental Claims), costscosts (including the costs of any investigation, cleanup, removal or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), whether direct, indirect, special, or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document(i) the Commitments, the use or intended use of the proceeds of the Loans Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement, including including, but not limited to, any matter (A) relating to the payment of principal and interest and fees, (B) relating to any Erroneous Payment, or (C) arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any the Borrower to Lender the Agent and its counsel or (ii) any Environmental Claim relating in any way to the Borrower or any of its Subsidiaries (collectively, the “Indemnified Liabilities”); provided, however, that no the Borrower shall be liable with respect have no obligation hereunder to Indemnified Liabilities any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify the 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. 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 Indemnitee pursuant to this Section 8.2policy, such the Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers the Borrower under this Section 8.2 shall survive the termination of this Agreement and the payment in full discharge of the ObligationsBorrower’s other obligations hereunder.

Indemnity. In addition 1.1 Subject to the payment of expenses pursuant to Section 8.1 hereof§1.2, and irrespective of whether §2.6(b) below the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, Indemnitor shall indemnify and hold save harmless Lenderthe Indemnitee, and the officersIndemnitee’s successors, directorsheirs and personal representatives (together with the Indemnitee, the “Indemnified Parties”) against and from: (a) any and all actions and claims, whether current, threatened, pending or completed, whether civil, criminal, quasi-criminal or administrative, of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnified Parties in connection with the Indemnitee’s execution of the duties of his office held as an officer or director with the Indemnitor or any affiliate of the Indemnitor from time to time; (b) any and all costs, damages, charges, expenses (including legal fees and disbursements, on a full indemnity basis), fines, liabilities (statutory or otherwise), losses and penalties which the Indemnitee may sustain, incur or be liable for in consequence of his acting as a director or officer of the Indemnitor or any affiliate of the Indemnitor from time to time, whether sustained or incurred by reason of the Indemnitee’s negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any of its affiliates from time to time, or any of their respective affairs; (c) without in any way limiting the generality of the foregoing, any and all costs, damages, charges, expenses (including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the Indemnified Parties may sustain, incur or be liable for as a result of or arising by operation of statute and incurred by or imposed upon the Indemnified Parties in relation to the affairs of the Company in the Indemnitee’s capacity as director or officer, including but not limited to, all statutory obligations to creditors, employees, suppliers, contractors, subcontractors and agents any government or agency or division of and counsel to Lender and such holders any government, whether federal, provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter; and (collectivelyd) without in any way limiting the generality of the foregoing, the “Indemnitees” and individually, an “Indemnitee”) from and against Indemnitor agrees that should any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind payment or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating reimbursement made pursuant 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, including without limitation the payment of insurance premiums or any matter relating payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be necessary to ensure that the amount received by or on behalf of the Indemnified Parties, after the payment of or withholding for such tax, fully reimburses the Indemnified Parties for the actual cost, expense or liability incurred by or on his or her behalf. 1.2 Notwithstanding the provisions of §1.1, the Indemnitor shall not be obligated to indemnify or save harmless the Indemnified Parties against and from any action, claim, cost, damage, charge, expense, fine, liability, loss or penalty: (a) if in respect thereof the Indemnitee failed to act honestly and in good faith with a view to the best interests of the Indemnitor or its affiliate as the case may be ; (b) in the case of a criminal or administrative action or proceeding, if the Indemnitee did not have reasonable grounds for believing that his conduct was lawful; (c) arising out of the filing any act, error or recordation of any omission of the Loan Documents Indemnitee that is fraudulent or malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or intent; or (d) for which filing or recordation he is done based upon information supplied by entitled to indemnity pursuant to any Borrower to Lender valid and its counsel (the “Indemnified Liabilities”); providedcollectible policy of insurance, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent of such Indemnified Liabilities are found insurance. Where partial indemnity is provided by such policy of insurance, the obligation of the Indemnitor under §1.1 shall continue in a final non-appealable judgment effect but be limited to that portion of the liability for which indemnity is not provided by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct such policy. 1.3 The determination of any such Indemnitee. To claim by judgment, order, settlement or conviction, or upon a plea of “nolo contendere” or its equivalent, will not, of itself, create any presumption for 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination purposes of this Agreement that the Indemnitee did not act honestly and in good faith with a view to the payment in full best interests of the ObligationsIndemnitor or with the care, diligence, and skill of a reasonably prudent person or, in the case of a criminal or administrative action or proceeding, that he or she did not have reasonable grounds for believing that his conduct was lawful (unless the judgment or order of a court specifically finds otherwise) or that the Indemnitee had committed wilful neglect or gross default.

Indemnity. In addition Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, its agents, employees, directors, officers, shareholders, affiliates, consultants, independent contractors, successors and assigns (collectively the payment "Indemnitees") harmless from any and all liability, loss, damage and expense, including reasonable attorneys' fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as Landlord or otherwise, may suffer as a result of, or with respect to: A. The violation by Tenant or Tenant's agents, employees, invitees, licensees or contractors of expenses pursuant to Section 8.1 hereofany Environmental Law, including the assertion of any lien thereunder and irrespective any suit brought or judgment rendered regardless of whether the transactions contemplated hereby are consummatedaction was commenced by a citizen (as authorized under the Environmental Laws) or by a government agency; B. To the extent caused, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directorsdirectly or indirectly by Tenant or Tenant's agents, employees, and agents invitees, licensees or contractors, any spill or release of and counsel to Lender and such holders (collectively, or the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements presence of any kind Hazardous Waste affecting the Project whether or nature whatsoever (including, not the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, same originates 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 emanates from the Project 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 Agreementcontiguous real estate, including any matter relating to or arising out loss of value of the filing Project as a result of a spill or recordation release of or the presence of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. Hazardous Waste; C. To the extent that caused, directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, any other matter affecting the undertaking Project within the jurisdiction of the United States Environmental Protection Agency, the Nevada State Environmental Commission, the Nevada Department of Conservation and Natural Resources, or the Nevada Department of Commerce, including costs of investigations, remedial action, or other response costs whether such costs are incurred by the United States Government, the State of Nevada, or any Indemnitee; D. To the extent caused, directly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, liability for clean-up costs, fines, damages or penalties incurred pursuant to indemnifythe provisions of any applicable Environmental Law; and E. To the extent caused, paydirectly or indirectly by Tenant or Tenant's agents, employees, invitees, licensees or contractors, liability for personal injury or property damage arising under any statutory or common-law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying of an abnormally dangerous activity, 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsresponse costs.

Indemnity. In addition The Borrower, the Company and the other Credit Parties further agree, jointly and severally, 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, exonerate, defend, payprotect, indemnify and hold harmless Lenderthe Collateral Agent and each and all of the holders of Notes, each of their respective Affiliates and the their respective officers, directors, employees, attorneys and agents of and counsel to Lender and such holders (collectively, collectively the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements expenses of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements expenses of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, whether or not such Indemnitee Indemnitees shall be designated as a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, Indemnitees 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel Related Document (collectively the “Indemnified LiabilitiesMatters”); provided, however, that no Borrower neither the Borrower, the Company or any Credit Party shall be liable have an obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to Matters caused or resulting from (a) a dispute among the extent such Indemnified Liabilities are found in Purchasers or a final non-appealable judgment by a court of competent jurisdiction to have resulted from dispute between any Purchaser and the Collateral Agent, or (b) the willful misconduct or gross negligence or willful misconduct of any such Indemnitee. To the extent that If the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy policy, the Borrower, the Company and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower the other Credit Parties shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under the applicable law, to the payment and satisfaction of each all Indemnified Matters incurred by Indemnities. This Section 14 shall survive the payment of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive Obligations and the termination of this Agreement and the payment in full of the Obligationsor any other Related Document.

Indemnity. In addition Seller hereby agrees to the payment of expenses pursuant to Section 8.1 hereofindemnify Buyer, Buyer’s Affiliates, and irrespective each of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the its officers, directors, employees, and agents of and counsel to Lender and such holders employees (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnified Parties”) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, causes judgments, suits, fees, costs, expenses (including, without limitation, reasonable attorneys’ fees and disbursements of actionoutside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on, incurred and paid by or asserted against any Indemnified Party in any way whatsoever arising out of, or in connection with, or relating to the Transaction Documents including 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 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsfees, costs, expenses, and expenses or disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct of Buyer or any 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 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of Buyer or any 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 actual out-of-pocket expense (including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel), 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 Indemniteeaccount debtor or obligor or its successors from Seller. To Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the extent Purchased Assets (including, without limitation, those incurred pursuant to Article 28 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 reasonable fees and disbursements of its outside counsel. Seller hereby acknowledges that the undertaking to indemnify, pay, obligation of Seller hereunder is a recourse obligation of Seller 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 Article 27 shall survive the termination of this Agreement and the payment in full Transactions contemplated hereby. For the avoidance of the Obligationsdoubt, this Article 27 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. In Whether or not any credit is ever extended hereunder, and in addition to any other indemnifications herein or in any other Loan Documents or the payment of expenses pursuant to Section 8.1 hereofIntercreditor Agreement, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, indemnify and defend and hold harmless Lenderon a current basis each Indemnified Party, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensesinterest, charges, counsel fees and disbursements other expenses and penalties of any kind which any of the Indemnified Parties may sustain or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees incur in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, proceeding (whether such Indemnitee or not the Lender shall be designated a party thereto), that may be imposed on, incurred by, ) or asserted against such Indemnitee, in any manner relating to otherwise by reason of or arising out of the execution and delivery of this Agreement or Agreement, any of the other Loan DocumentDocuments, the use or intended use of the proceeds of the Loans or Intercreditor Agreement and/or the consummation of the transactions contemplated hereby or thereby; including but not limited to any actual or alleged presence or release of Hazardous Substances on or from any Property owned or operated by any Loan Party, whether prior to or during the term hereof, or any Environmental Liability related in any way to any Loan Party or any Collateral. The indemnification provisions in this AgreementSection shall be enforceable regardless of whether the liability is based on past, present or future acts, claims or legal requirements (including any matter relating to past, present or arising out of the filing future bulk sales law, environmental law, fraudulent transfer act, occupational safety and health law, or recordation of products liability, securities or other legal requirement), AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR OF ANY OTHER INDEMNIFIED PARTY, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ON ANY OTHER INDEMNIFIED PARTY, but not any of the Loan Documents which filing foregoing in this Section arising from the willful misconduct or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To on 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each part of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers Party seeking indemnification under this Section 8.2 shall survive Section; with the foregoing indemnity surviving satisfaction of all obligations and the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition to and without limiting any protection of the payment of expenses pursuant to Section 8.1 hereofSubscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and irrespective each of whether the transactions contemplated hereby are consummatedtheir directors, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, employees and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” "Indemnified Parties") and individually, an “Indemnitee”) save them harmless from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, causes of action, judgments, suits, claimsproceedings, liabilities, damages, costs, expensestaxes, charges, assessments, judgments and disbursements of any kind or nature whatsoever expenses (including, the reasonable out-of-pocket including expert consultant and legal fees and disbursements of counsel for such Indemnitees on a solicitor and client basis) whatsoever arising in connection with any investigationthis Agreement including, administrativewithout limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or judicial proceedingany of them, may suffer or incur, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, at law or asserted against such Indemniteein equity, in any manner way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent's duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of this Agreement any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other Loan Documentprecedent action or proceeding. Notwithstanding any other provision hereof, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition 14.1 Without prejudice to Clause 5.2 (Disclosure of Information), the payment SFM Corporate Services Provider hereby undertakes with each of expenses pursuant to Section 8.1 hereofthe Issuer, and irrespective of whether Holdings, the transactions contemplated hereby are consummatedSellers, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, the Share Trustee and the officersTrustee to hold each of the Issuer, Holdings, the Share Trustee and the Trustee (which in this clause shall include their respective directors, employees, company secretary and agents of officers) fully and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) effectively indemnified at all times from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsexpenses, costs, expenses, claims and disbursements charges suffered or incurred by any of them and all liabilities in respect of any kind action, suit, claim or nature whatsoever (includingproceedings which may be brought, pending or threatened to be brought, whether of a civil, criminal, administrative or investigative nature, against any of them but in each case only to the reasonable out-of-pocket fees and disbursements extent arising out of counsel for such Indemnitees or 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 breach by the SFM Corporate Services Provider of the terms of this Agreement or resulting from the gross negligence, bad faith or wilful default on the part of the SFM Corporate Services Provider or any of its SFM Directors, employees, officers or agents. This indemnity is, for the avoidance of doubt, in addition to and without prejudice to any indemnity or other Loan Documentremedy allowed under any applicable law. 14.2 Notwithstanding Clause 18 (Exclusion of Contracts Act), the use or intended use Appointing Parties shall, from time to time on written demand of the proceeds SFM Corporate Services Provider or any of its officers or employees, indemnify and hold harmless the SFM Corporate Services Provider and any SFM Director and any of the Loans or the consummation directors, officers, employees and agents of the transactions contemplated by SFM Corporate Services Provider at the time of such demand, against any liabilities, actions, proceedings, claims or demands whatsoever which it or any of them may incur or be subject to in direct or indirect consequence of this Agreement or as a direct or indirect result of the performance of the functions and obligations provided for under this Agreement, including any matter relating to except as a result of a breach by the SFM Corporate Services Provider of this Agreement or arising out as a result of the filing gross negligence, bad faith or recordation wilful default on the part of the SFM Corporate Services Provider, any Director, any Issuer Secretary, any Holdings Secretary or any of the Loan Documents which filing directors, officers, employees or recordation is done based upon information supplied by any Borrower to Lender and its counsel (agents of the “Indemnified Liabilities”); providedSFM Corporate Services Provider, however, that no Borrower as the case may be. This indemnity shall be liable with respect to Indemnified Liabilities expressly inure 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 benefit of any such Indemnitee. To director, officer, employee or agent existing or future of the extent that SFM Corporate Services Provider and to the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative benefit of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each substitute of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers SFM Corporate Services Provider under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each The Borrower agrees to indemnify, exonerate, defend, pay, shall indemnify and hold harmless Lender, the Lender and the Administrative Agent and persons or entities owned or controlled by or affiliated with the Lender or the Administrative Agent and their directors, officers, directorsshareholders, partners, employees, consultants and agents of (herein individually called an "INDEMNIFIED PARTY," and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”collectively called "INDEMNIFIED PARTIES") from and against against, and reimburse and pay Indemnified Parties with respect to, any and all claims, demands, liabilities, obligations, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages, penalties, actions), causes of action, judgments, suitspenalties, claimsfees, costs, expenses, costs and disbursements of any kind or nature whatsoever expenses (including, the reasonable out-of-pocket without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and disbursements expenses), of counsel for such Indemnitees in connection with any investigationand every kind or character, administrativeknown or unknown, fixed or judicial proceeding, whether such Indemnitee shall be designated a party thereto)contingent, that may be imposed onupon, incurred by, or asserted against such Indemniteeor incurred or paid by or on behalf of any Indemnified Party on account of, in any manner relating to connection with, or arising out of this Agreement (a) any act performed or any other Loan Document, the use or intended use of the proceeds of the Loans omitted to be performed hereunder or the consummation breach of the transactions contemplated by this Agreementor failure to perform any warranty, including any matter relating to representation, indemnity, covenant, agreement or arising out of the filing or recordation of condition contained in any of the Loan Documents which filing Documents, (b) any transaction, act, omission, event or recordation circumstance arising out of or in any way connected with the Collateral or the Borrower's performance or obligation under any of the Loan Documents, (c) the Borrower's violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including, without limitation, environmental laws and statutes, laws, rules, regulations and orders relating to pollutants, contaminants, wastes or hazardous, dangerous or toxic substances, and (d) the Borrower's failure to pay any expense associated with the Loan. Without limiting the generality of the foregoing, it is done based upon information supplied by any the intention of the Borrower and the Borrower agrees that the foregoing indemnities shall apply to Lender and its counsel (the “each Indemnified Liabilities”); provided, however, that no Borrower shall be liable Party with respect to claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages, causes of action, judgments, penalties, fees, costs and expenses (including without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses) of any and every kind or character, known or unknown, fixed or contingent, that in whole or in part are caused by or arise out of the negligence of such Indemnified Liabilities Party; however, such indemnities shall not apply to any Indemnified Party to the extent such Indemnified Liabilities are found in a final non-appealable judgment the subject of that indemnification is caused by a court or arises out of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such IndemniteeIndemnified Party. To The foregoing indemnities shall not terminate upon release or foreclosure of the extent that Collateral, but shall survive foreclosure of the undertaking liens and security interests created by the Loan Documents or conveyance in lieu of foreclosure and the repayment and performance of the Loan and the discharge and release of the liens and security interest created by the other Loan Documents. Any amount to indemnify, paybe paid hereunder by the Borrower or for which the Borrower has indemnified an Indemnified Party shall be a demand obligation owing by the Borrower to the Lender or the Administrative Agent and shall bear interest at the Default Rate until paid, 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 shall constitute a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each part of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive Obligations and be indebtedness secured and evidenced by the termination of this Agreement and the payment in full of the ObligationsLoan Documents.

Indemnity. In addition The Lessees each agree 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, exonerate, defend, pay, indemnify and hold harmless Lenderthe Series 2007-1 Letter of Credit Provider and, and the in their capacities as such, officers, directors, shareholders, affiliates, controlling persons, employees, agents and agents servants of and counsel to Lender and such holders (collectivelythe Series 2007-1 Letter of Credit Provider, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, causes costs or expenses whatsoever which the Series 2007-1 Letter of action, judgments, suits, claims, costs, expenses, and disbursements Credit Provider may incur or which may be claimed against the Series 2007-1 Letter of Credit Provider by any kind or nature Person whatsoever (including, the including reasonable out-of-pocket fees and disbursements expenses of counsel for such Indemnitees counsel) in each case arising out of or by reason of or in connection with, or in connection with the preparation of a defense of, any investigation, administrativelitigation or proceeding arising out of, 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 in connection with the execution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by the Lessees under the Series 2007-1 Letter of Credit or this Agreement or any other Loan Related Document, the use or intended use of the proceeds of the Loans any acts or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation omissions of any of the Loan Documents which filing Lessees in connection herewith or recordation is done based upon information supplied therewith, or any transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Lessees contained or incorporated by reference in any Related Document or the omission or alleged omission by any Borrower of the Lessees to Lender and its counsel (state therein a material fact necessary to make such statements, in the “Indemnified Liabilities”); providedlight of the circumstances under which they are or were made, howevernot misleading, that no Borrower shall be liable with respect to Indemnified Liabilities except to the extent that such Indemnified Liabilities are found claim, damage, loss, liability, cost or expense is caused by the willful misconduct or gross negligence of the Series 2007-1 Letter of Credit Provider or a breach by the Series 2007-1 Letter of Credit Provider (or its agents or employees or any other Person under its control) of its obligations under the Series 2007-1 Letter of Credit, in each case as determined by a final and non-appealable judgment by of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of jurisdiction, and provided that any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may Lessee shall be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to indemnify the Series 2007-1 Letter of Credit Provider, in connection with prosecuting or defending any Indemnitee pursuant to this Section 8.2such claims, such Borrower shall make the maximum contribution to the payment for reasonable attorneys’ fees and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsexpenses.

Indemnity. In addition to 9.1 To the payment of expenses pursuant to Section 8.1 hereoffullest extent permitted by law, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, Seller shall defend, pay, indemnify and hold harmless LenderBuyer, its affiliates and the officerstheir respective shareholders, members, directors, officers, employees, customers, agents, authorized representatives, contractors, successors and agents of and counsel to Lender and such holders assigns (collectively, collectively the “Indemnitees” and individually, an “IndemniteeBuyer Indemnified Parties”) from and against any and all liabilitieslosses (including damage to property or economic loss) , obligationsjudgments, lossesfines, damagesawards, penalties, actions, causes of action, judgments, suits, claimsdamages, costs, expenses, and disbursements of any kind or nature whatsoever fees, (including, the reasonable out-of-pocket including attorney fees and disbursements of counsel for such Indemnitees other legal expenses) or liabilities (collectively “Liabilities”) arising or resulting from, any claim, demand, suit, action or proceeding, at law, in equity or otherwise (collectively “Proceedings”) related to or in connection with with (a) any investigationbreach by Seller of its warranties, administrativecovenants or obligations hereunder; (b) any injury (including death), property damage, or judicial proceedingeconomic loss; (c) any defective or nonconforming goods or services supplied by Seller under the Order (including any design or manufacturing defects); (d) any acts or omissions of Seller or its employees or subcontractors in providing goods to or performing work, including work at Buyer’s or a customer’s premises or using Buyer’s property, unless resulting from the sole negligence of Buyer Indemnified Parties; and (e) any infringement or contributory infringement of a patent, trademark, copyright, or other proprietary interest (“Infringement”) by reason of the manufacture, delivery, license, use, or sale of the goods supplied or services performed under the Order, regardless whether such Indemnitee shall be designated a party thereto(a) through (d) arise in tort (including negligence or willful misconduct), that may be imposed oncontract, incurred bywarranty, strict liability, or asserted against such Indemniteeotherwise. 9.2 For any Infringement (as defined above), in any manner relating to or arising out of this Agreement or and without limiting any other Loan Documentremedies available to the Buyer Indemnified Parties, Seller shall, at Seller’s expense, obtain for Buyer a perpetual, royalty-free license with respect to such item, or shall replace or modify the use or intended use of item in a manner satisfactory to Buyer, so as to avoid the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including infringement without any matter relating to or arising out of the filing or recordation of degradation in performance. Seller’s obligations shall apply even if any of the Loan Documents Buyer Indemnified Parties furnishes any portion of the design or specifies materials or manufacturing processes used by Seller. 9.3 In connection with the defense, indemnity and hold harmless obligations established herein: a) The Buyer Indemnified Parties shall give notice to Seller in writing (which filing may include forwarding to Seller any summons and complaint or recordation other process received by the Buyer Indemnified Parties) of the receipt or pendency of any Proceedings with respect to which Seller is done based upon information supplied by obligated to indemnify, defend and/or hold harmless the Buyer Indemnified Parties from and against any Borrower Liabilities. Thereupon, Seller shall proceed to Lender appear, to defend such Proceedings using legal counsel that is reasonably acceptable to the Buyer Indemnified Parties, and its counsel (to indemnify and hold harmless the “Buyer Indemnified Liabilities”)Parties from and against the Liabilities arising therefrom or relating thereto; provided, however, that no Borrower Buyer Indemnified Parties shall be liable provide Seller with reasonable cooperation, information, and assistance in connection with any such Proceeding. Seller shall have control and authority with respect to the defense, settlement, or compromise thereof, provided that the Buyer Indemnified Liabilities Parties receive a complete release, and any such settlement contains a provision whereby the Indemnified Parties do not admit liability or wrongdoing. Nothing contained herein shall prevent the Buyer Indemnified Parties, at their option, from retaining their own independent counsel at their own expense to either participate in the defense of such Proceeding on a monitoring, non-controlling basis, or to formally appear in any Proceeding on behalf of the Buyer Indemnified Parties. b) If Seller fails to assume the defense and settlement of any Proceeding in accordance with the foregoing or, having assumed the defense and settlement of such Proceeding, fails reasonably to contest such Proceeding in good faith, the Buyer Indemnified Parties, without waiving their right to indemnification, may assume the defense and settlement of such Proceeding. Under such circumstances, the Buyer Indemnified Parties may settle such Proceeding without ▇▇▇▇▇▇'s written consent and Seller will be liable: (a) for the amount of the settlement unless the settlement agreed to by the Buyer Indemnified Parties is deemed by clear and convincing evidence to be outrageously excessive under which circumstances the Seller’s responsibility to pay the settlement amount shall be limited to the extent such Indemnified Liabilities are found in a final non-appealable judgment settlement amount that is deemed to be reasonable; and (b) for any and all costs and expenses incurred by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct Buyer connection with the defense and of any such Indemnitee. To the extent Proceeding, including all expenses, costs and attorneys’ fees. c) It is mutually understood and agreed that the undertaking to indemnify, pay, and hold harmless obligations set forth in the preceding sentence may be unenforceable because it is violative this Indemnity Section and any other assumption of any law or public policy liabilities and such Borrower is required to make a payment to any Indemnitee pursuant to indemnification by Seller provided for in this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 Agreement shall survive the any termination of this Agreement and the payment in full of the ObligationsAgreement.

Indemnity. In addition Borrowers hereby agree to defend, indemnify and hold the payment Agent and the Banks and their respective directors, officers, agents and employees harmless from and against all claims, demands, causes of action, liabilities, losses, costs and expenses pursuant (including, without limitation, costs of suit, reasonable legal fees and fees of expert witnesses; provided, that such costs of suit, reasonable legal fees and fees of expert witnesses shall be only those incurred by the Agent; provided, further, that such limitation in connection with the indemnity hereunder shall not limit the application of Section 5.07 hereof) arising from or in connection with (i) the presence in, on or under all Collateral and their other properties of any Hazardous Material, or any releases or discharges thereof on, under or from such property, (ii) any activity carried on or undertaken on or off such property, whether prior to Section 8.1 hereofor during the term of this Agreement, and whether by a Borrower, a contractor or any predecessor in title or any officers, employees, agents, contractors, or subcontractors of a Borrower, a contractor or any predecessor in title, or any third persons at any time occupying or present on such property, in connection with the handling, use, generation, manufacture, treatment, removal, storage, decontamination, clean-up, transport or disposal of any such Hazardous Material at any time located or present on or under such property, (iii) any and all other third party claims in connection with any of the Collateral or their other properties, or (iv) any breach of any representation, warranty or covenant under the terms of this Agreement. The foregoing indemnity shall further apply to any residual contamination affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Material, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, payany of such activities were or will be undertaken in accordance with applicable Governmental Regulations, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full all of the Obligationsother Loan Documents. The indemnity herein shall not apply to the extent of any gross negligence or willful misconduct on the part of the Agent or the Banks.

Indemnity. (a) In addition to connection with the payment registration of expenses the Registrable Securities pursuant to Section 8.1 Clause 2.2, 2.3 or 2.4 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, Company will indemnify and hold harmless Lenderharmless, (i) each Selling Holder and the partners (which shall include any partners of the partners), officers, directors, employeesshareholders, affiliates, legal counsel and agents accountants for each such Selling Holder, (ii) any underwriter of such Registrable Securities thereunder and counsel to Lender and (iii) each person, if any, who controls such holders (collectivelyseller or underwriter within the meaning of the Securities Act, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesexpenses (including, actionswithout limitation, causes of actionreasonable attorneys’ fees and disbursements) or liabilities (joint, judgmentsor several), suitsto which such seller, underwriter or controlling person may become subject under the Securities Act, Exchange Act or other federal or state law, insofar as such losses, claims, costsdamages, expensesexpenses or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, and disbursements 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (c) any violation or alleged violation by the Company or its agents of any kind rule or nature whatsoever (includingregulation promulgated under the Securities Act, the reasonable out-of-pocket fees Exchange Act or any federal or state law, applicable to the Company or its agents and disbursements relating to action or inaction required of counsel for such Indemnitees the Company in connection with such registration (each, a “Violation”), and the Company will reimburse each such Selling Holder, partner (including the partners of such partner), officer, director, legal counsel, accountant, underwriter or controlling person for any investigationlegal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, administrativeclaim, damage, liability, action, 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)Violation; provided, however, that no Borrower the indemnity agreement contained in this Clause 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; provided, further, that the Company shall not be liable with respect to Indemnified Liabilities any Selling Holder, underwriter or controlling person for any such loss, claim, damage, liability or action to the extent that it arises out of or is based on a Violation which occurs in reliance upon and in conformity with written information furnished by such Indemnified Liabilities Selling Holder, underwriter or controlling person expressly as stated in writing for use in connection with such registration. The indemnity provided for in this Clause 2.7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder, underwriter or controlling person and shall survive transfer of such securities by such Selling Holder. (b) Each Selling Holder will indemnify and hold harmless the Company, its directors, each officer who has signed the registration statement, legal counsel and accountants, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter and each person who controls any underwriter, and any other Selling Holder or any of its partners, officers, directors, shareholders or affiliates, or any person who controls such Selling Holder, against all losses, claims, damages, expenses (including without limitation, reasonable attorneys’ fees and disbursements) or liabilities (joint or several), to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are found based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, however, that the indemnity agreement contained in this Clause 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; provided, further, that such Selling Holder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Selling Holder expressly as stated in a writing for use in connection with such registration. In no event shall any indemnity under this Clause 2.7(b) exceed the net proceeds from the offering received by such Selling Holder. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Clause 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Clause 2.7 if and to the extent the indemnifying party is materially prejudiced by such omission. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense, the indemnifying party shall not be liable to such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expense and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution to joint liability in any case in which either (i) a claim for indemnification is made pursuant to this Clause 2.7 but it is judicially determined (by the entry of a final non-appealable judgment or decree by a court of competent jurisdiction and the expiration or time to have resulted from appeal or the gross negligence denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or willful misconduct (ii) contribution under the Securities Act may be required on the part of any such Indemnitee. To person seeking indemnity under the extent terms of this Clause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such person is responsible for the portion represented by the percentage that the undertaking public offering price of the Registrable Securities held by such person and offered by the registration statement bears to indemnify, paythe public offering price of all securities offered by such registration statement, and hold harmless set forth the Company is responsible for the remaining portion; provided, however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the preceding sentence may meaning of Section 11(f) of the Securities Act) will be unenforceable because it is violative entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation and; provided, further, that in no event shall any contribution under this Clause 2.7(d) on the part of any law or public policy and seller exceed the net proceeds received by such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, seller in such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsoffering.

Indemnity. In addition to The Borrower shall indemnify the payment of expenses pursuant to Section 8.1 hereofAdministrative Agent, the Sustainability Structuring Agent, each Issuing Bank, each Lender and each Joint Lead Arranger, and irrespective each Related Party of whether any of the transactions contemplated hereby are consummated, foregoing Persons (each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, Liabilities and related expenses, including the fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnitee, incurred by, by or asserted against such Indemniteeany Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any manner relating to or arising out of this Agreement Financing Document or any other Loan Documentagreement or instrument contemplated thereby, the use or intended use performance by the parties hereto of the proceeds of the Loans their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated by this Agreementhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any matter refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (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 its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective Proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether or recordation not such Proceeding is done brought by the Borrower or any of its Affiliates or its or their respective equity holders, Affiliates, creditors or any other third Person and whether is based upon information supplied by on contract, tort or any Borrower other theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to Lender and its counsel (the “Indemnified Liabilities”); providedany Indemnitee, however, that no Borrower shall be liable with respect to Indemnified Liabilities available to the extent that such Indemnified Liabilities or related expenses are found in a final non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To Indemnitee or the extent that the undertaking to indemnify, pay, and hold harmless set forth material breach 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 bad faith by any Indemnitee of its express obligations hereunder pursuant to this a claim initiated by Borrower. This Section 8.29.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsclaims or damages arising from any non-Tax claim.

Indemnity. In addition The parties hereto (other than the Escrow Agent) hereby jointly and severally agree to indemnify the payment of expenses pursuant to Section 8.1 hereofEscrow Agent and its partners, members, employees, representatives and irrespective of whether agents (jointly and severally the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay"Indemnitees") against, and hold them harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectivelyfrom, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitiesclaims, obligationsloss, lossesliability, damagescost, penaltiesdamage and expense, actionsincluding, causes without limitation, reasonable counsel fees (including those of the Escrow Agent computed at its regular hourly rates) and expenses, which the Indemnitees may suffer or incur by reason of any action, judgments, suits, claims, costs, expenses, and disbursements of claim or proceeding brought against any kind Indemnitee or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with which 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 become involved arising out of or relating directly or indirectly in any way to this Agreement or any other Loan Documenttransaction to which this Agreement directly or indirectly relates, except for such claims, loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees (including those of the Escrow Agent computed at its regular hourly rates) and expenses incurred by reason of the Escrow Agent's gross negligence and/or willful misconduct. If the indemnification provided for in this paragraph for any reason is held to be unavailable, such parties shall contribute such amounts as are, as between such parties, just and equitable to pay to the Indemnitees or to reimburse them for, the use or intended use aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees (including those of the proceeds Escrow Agent computed at its regular hourly rates) and expenses, incurred by the Indemnitees as a result of the Loans or the consummation in connection with, any amount paid in settlement of, any action, claim or proceeding arising out of the transactions contemplated by or relating directly or indirectly in any way to this Agreement or any transaction to which this Agreement directly or indirectly relates. The provisions of this paragraph shall survive any termination of this Agreement, including any matter relating to or arising out whether by distribution of the filing or recordation of any Escrow Amount from the Loeb Escrow, the resignation of the Loan Documents which filing Escrow Agent or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsotherwise.

Indemnity. 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, exonerate, defend, The Seller shall pay, and indemnify, defend and hold harmless Lender, the Buyer and the any of its officers, directors, employees, agents, advisors and agents of and counsel to Lender and such holders Affiliates (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnified Parties”) from and against the “Indemnified Liabilities”, which means any and all claims, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, disbursements and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket costs, and expenses (including reasonable attorneys’ fees and disbursements disbursements) of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), kind whatsoever that may be imposed onupon, incurred by, by or asserted against such Indemnitee, any of the Indemnified Parties in any manner way relating to or arising out of this Agreement any of the Repurchase Documents 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 Agreementthereby or the use of proceeds or proposed use of proceeds thereof, including any matter relating provided that to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedextent, howeverif any, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such any Indemnified Liabilities are found in a final non-appealable judgment caused by a court of competent jurisdiction to have resulted from the any Indemnified Party’s gross negligence or willful misconduct misconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, although to the full extent permitted under Applicable Law, such indemnity shall not be reduced on account of such claims, liabilities, etc. to any extent (a) owed, in whole or in part, under any claim or theory of strict liability, or (b) caused or contributed to by any Indemnified Party’s sole or concurrent ordinary negligence that does not amount to gross negligence or willful misconduct, it being the Seller’s intention to hereby indemnify the Indemnified Parties against their own strict liability and their own sole or concurrent ordinary negligence. Without limiting the foregoing, the Buyer shall not be liable for executing, failing to execute, or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any such Indemnitee. To the extent that the undertaking to indemnifyLoan Papers, pay, and hold harmless set forth except 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each case of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsBuyer’s gross negligence or willful misconduct.

Indemnity. 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 Lessee agrees to indemnify, exoneratereimburse, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) defend each Indemnitee from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penaltiesdemands, actionssuits, judgments, causes of action, judgmentslegal proceedings, suitswhether civil or criminal, claimspenalties, costs, expensesfines and other sanctions, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket attorneys' fees and disbursements of counsel for such Indemnitees other reasonable costs and expenses in connection herewith or therewith, including any of the foregoing arising or imposed with any investigation, administrativeor without Lessor's fault, or judicial proceedingunder the doctrine of absolute or strict liability (any and all of which are hereafter referred to as "Claims") which in any way may result from, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, pertain to or asserted against such Indemnitee, arise in any manner relating out of, or are in any manner related to (a) the Aircraft or this Lease, or the breach of any representation, warranty or covenant made by Lessee hereunder, or (b) the condition, ownership, manufacture, purchase, delivery, non-delivery, lease, acceptance, rejection, possession, return, disposition or use, or operation of the Aircraft either in the air or on the ground during the Term, or (c) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising out of this Agreement from the material or any other Loan Documentarticles used therein or from the design, the testing, or use thereof or intended use from any maintenance, service, repair, overhaul, or testing of the proceeds Aircraft, whether or not the Aircraft is in the possession of Lessee, and regardless of where the Loans Aircraft may then be located during the Term, or the consummation of the transactions (d) any transaction, approval, or document contemplated by this Agreement, including any matter relating to Lease or arising out of the filing given or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)entered into in connection herewith; provided, however, that no Borrower Lessee shall be liable subrogated to all rights and remedies which Lessor may have against the Manufacturer of the Aircraft and its subcontractors or any other Person as to any such Claims, but only to the extent that Lessee satisfies its indemnification obligation to Lessor hereunder with respect to Indemnified Liabilities such Claims. Lessee hereby waives, and releases each Indemnitee from, any Claims (whether existing now or hereafter arising) for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the extent such Indemnified Liabilities are found ownership, leasing, condition, use or operation of the Aircraft, either in a final non-appealable judgment the air or on the ground, or which may be caused by a court of competent jurisdiction to have resulted any defect in the Aircraft from the gross negligence material or willful misconduct any article used therein or from the design or testing thereof, or use thereof, or from any maintenance, service, repair, overhaul or testing of the Aircraft regardless of when such defect may be discovered, whether or not the Aircraft is at the time in the possession of Lessee, and regardless of the location of the Aircraft at any such Indemniteetime. To the extent that the undertaking to indemnify, pay, and hold harmless set forth The indemnities contained 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 Indemnitee pursuant to this Section 8.2, such Borrower 13 shall make continue in full force and effect notwithstanding the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the expiration or other termination of this Agreement Lease and are expressly made for the payment in full benefit of the Obligationsand shall be enforceable by each Indemnitee.

Indemnity. 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 Pledgor agrees to indemnify, exonerate, defend, pay, reimburse and hold harmless Lenderthe Lender --------- and its successors, and the officers, directorsassigns, employees, agents and agents of and counsel to Lender and such holders servants (collectively, the “"Indemnitees” and individually, an “Indemnitee”") harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, causes of action, judgments, suits, claims, costs, expenses, judgments and disbursements of any kind or nature whatsoever and all costs and expenses (including, the reasonable out-of-pocket without limitation, attorneys' fees and disbursements expenses and the allocated costs of 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 internal counsel) of whatsoever kind and nature imposed on, incurred by, or asserted against such Indemnitee, or incurred by any of the Indemnitees in any manner way relating to or arising out of this Agreement or the other Loan Documents or in any other Loan Document, way connected with the use or intended use of the proceeds of the Loans or the consummation administration of the transactions contemplated by this Agreementhereby or the enforcement of any of the terms hereof, including or the preservation of any matter rights hereunder, or in any way relating to or arising out of the filing manufacture, processing, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or recordation other disposition, or use of the Pledged Collateral (including, without limitation, latent or other defects, whether or not discoverable, any claim for patent, trademark, trade secret or copyright infringement), the violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the Loan Documents which filing death of any Person (including any Indemnitee)), or recordation is done based upon information supplied by any Borrower property damage, or contract claim; provided that Pledgor shall have no obligation to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities an Indemnitee hereunder to the extent it is finally judicially determined that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted indemnified liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee. Upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, judgment or suit, Pledgor shall assume full responsibility for the defense thereof. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnitee, Pledgor shall, if requested by such Indemnitee, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel reasonably satisfactory to such Indemnitee. To Each Indemnitee shall, unless any other Indemnitee has made the extent that the undertaking to indemnify, pay, and hold harmless set forth request described in the preceding sentence may be unenforceable because it is violative and such request has been complied with, have the right to employ its own counsel (or internal counsel) to investigate and control the defense of any law matter covered by the indemnity set forth in this Section 13 and the fees and expenses of such counsel shall be paid by Pledgor; provided that, only to the extent that no conflict exists between or public policy among the Indemnitees as reasonably determined by the Indemnitees, Pledgor shall not be obligated to pay the fees and such Borrower is required to make expenses of more than one counsel for all Indemnitees as a payment group with respect to any Indemnitee pursuant to this Section 8.2such matter, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsaction, suit or proceeding.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofTenant hereby indemnifies Landlord, L▇▇▇▇▇▇▇’s Employees and irrespective of whether the transactions contemplated hereby are consummatedtheir respective successors, each Borrower agrees to indemnifyassigns, exonerate, defend, pay, and hold harmless Lender, and the officerspartners, directors, officers, shareholders, employees, agents, lenders, ground lessors and agents of and counsel to Lender and such holders attorneys (collectively, the “Indemnitees” Indemnified Parties”) and individuallyshall forever save and hold the Indemnified Parties harmless, an from and against all obligations, liens, claims, liabilities, costs (including, but not limited, to all attorneys’ and other professional fees and expenses), actions and causes of action, threatened or actual, which Landlord may suffer or incur arising out of or in connection with Tenant’s and Tenant’s Employees actions and omissions relating to this Lease, including without limitation the use by Tenant and T▇▇▇▇▇’s Employees of the Premises, the conduct of Tenant’s business, any activity, work or things done, permitted or suffered by Tenant in or about the Premises or the Project, Tenant’s or Tenant’s Employees’ failure to comply with any applicable Law, or any negligence or willful misconduct of Tenant or any of Tenant’s Employees. In case of any claim, demand, action or cause of action, threatened or actual, against Landlord, upon notice from the Indemnified Parties, Tenant shall defend the Indemnified Parties at T▇▇▇▇▇’s expense by counsel reasonably satisfactory to the Indemnified Parties. If Tenant does not provide such a defense against any and all claims, demands, actions or causes of action, threatened or actual, then Tenant shall, in addition to the above, pay the Indemnified Parties the expenses and costs incurred by the Indemnified Parties in providing and preparing such defense, and T▇▇▇▇▇ agrees to cooperate with the Indemnified Parties in such defense, including, but not limited to, the providing of affidavits and testimony upon request of the Indemnified Parties. Notwithstanding any other provisions of this Lease to the contrary, in compliance with RCW Title 4.24.115 as in effect on the date of this Lease, all provisions of this Lease pursuant to which a party (the “Indemnitor”) agrees to indemnify the other (the “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel liability 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 damages arising out of this Agreement bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other Loan Documentstructure, project, development, or improvement attached to real estate, including the use Premises, (i) shall not apply to damages caused by or intended use resulting from the sole negligence of the proceeds Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee’s agents or employees, and (b) the Indemnitor or the Indemnitor’s agents or employees, shall apply only to the extent of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”)Indemnitor’s negligence; provided, however, that no Borrower shall be liable 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 any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless limitations on indemnity 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 Indemnitee pursuant to this Section 8.2, such Borrower 8.5 shall make the maximum contribution automatically and without further act be deemed amended so as to the payment and satisfaction of each remove any of the Indemnified Liabilities that is permissible under restrictions contained in this Section 8.5 no longer required by then applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligations.

Indemnity. In addition The Secured Parties agree promptly to indemnify and hold the Collateral Agent harmless (to the payment extent not promptly paid or reimbursed by the Borrower in accordance with the Transaction Documents or otherwise, or from the proceeds of expenses pursuant to Section 8.1 hereofthe Collateral), ratably in accordance with the sum of (a) the aggregate outstanding principal amount of the Loans, the Chase Loans and the Notes, (b) the aggregate outstanding LC Exposure under the Secured LCs, (c) the maximum amount of the Secured Metal Obligations if the Scotiabank Metal Agreement was terminated at such time, and irrespective (d) the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and its Subsidiaries would be required to pay if all of whether the transactions contemplated hereby are consummatedSecured Hedging Agreements were terminated at such time, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against for any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and expenses or disbursements of any kind or and nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, by or asserted against such Indemnitee, the Collateral Agent in any manner way relating to or arising out of this Agreement any Collateral Document 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 Agreementthereby (including, including without limitation, the costs and expenses which the Borrower is obligated to pay the Collateral Agent under any matter relating to Collateral Document or arising out of otherwise) or the filing or recordation enforcement of any of the Loan Documents which filing terms hereof or recordation is done based upon information supplied by any Borrower to Lender and its counsel (of the “Indemnified Liabilities”); providedCollateral Documents, however, provided that no Borrower Secured Party shall be liable with respect to Indemnified Liabilities for any of the foregoing to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted they arise from the Collateral Agent's gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsmisconduct.

Indemnity. In addition 10.1 Without prejudice to any other remedy available to the payment of expenses pursuant Purchaser or its ability to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees claim damages on any basis which is available to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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 it by this Agreement, including any matter relating to or arising out of the filing or recordation reason of any of the Loan Documents Warranties being untrue, misleading, incomplete or breached each Seller shall, at the direction of the Purchaser, indemnify the Purchaser, Flagship and/or Snoline or (in the case of liability to another person which filing has not been discharged) the person to whom the liability has been incurred, including officers, employees and agents (each, a Beneficiary), against: (a) any deficiency or recordation is done based upon information supplied liability of the Beneficiary, including liabilities of any nature, payments, losses (including minusvalenze), damages, obligations, claims, expenses and any other costs (including labour, social security, environmental, tax, product or third party liability), whether accrued, contingent or otherwise, which arises from any of the Warranties being untrue, misleading, incomplete or breached and which would not have existed or arisen if the Warranty in question had not been untrue, misleading, incomplete or breached; (b) any default by the Sellers under any Borrower to Lender obligation under this agreement; (c) any overstatement of an asset (insussistenze o minusvalenze di poste attive) or understatement of a liability (passività attuali o potenziali), whether accrued, contingent or otherwise, which should have been recorded in Flagship’s and/or Snoline’s Accounts and its counsel have not been so recorded; and (d) any costs and damages, including a loss in value of the “Indemnified Liabilities”); provided, however, that no Borrower Shares suffered as a result of the above. 10.2 The liability of the Sellers under this clause shall be liable with respect subject to Indemnified Liabilities the limitations contained in, and to the other provisions of, the schedule headed “Limits on Liability” and any Claim shall be subject to the provisions of that schedule. 10.3 Any payment made by the Sellers under this clause shall, to the extent such Indemnified Liabilities are found in possible, be deemed to be a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth reduction in the preceding sentence may be unenforceable because it is violative Purchase Price for the sale of any law or public policy and such Borrower is required to make a payment the Flagship Shares. 10.4 Without prejudice to any Indemnitee other rights or remedies available to it, the Purchaser, after full enforcement of the First Demand Bank Guarantee, may deduct from any amount payable by it under this agreement (if any) or under any other agreement executed pursuant to this Section 8.2, such Borrower shall make the maximum contribution agreement any sum due to the payment and satisfaction it under this agreement (including in respect of each any breach of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive obligations, Warranties and undertakings on the termination of this Agreement and the payment in full part of the ObligationsSellers).

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, Borrower hereby indemnifies and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, hold L▇▇▇▇▇ and hold harmless Lender, and the each of L▇▇▇▇▇’s respective officers, directors, employeesAffiliates, attorneys, employees and agents of (individually and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “IndemniteeIndemnitee(s)”) from and against any and all liabilities, obligations, losses, damagesdamages , penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket including fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that counsel) which may be imposed on, incurred by, or asserted against such Indemnitee, Lender in any manner relating claim, litigation, proceeding or investigation instituted or conducted by any Governmental Agency or instrumentality or any other Person with respect to any aspect of, or arising out of any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Lender is a party thereto , except to the extent that any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising foregoing arises out of the filing or recordation of any willful misconduct of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel party being indemnified (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to have resulted from the gross negligence or willful misconduct any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) asserted against or incurred by any of the Indemnitees described above in this Section 11.17 by any Person (i) under any Environmental Laws or similar laws by reason of Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances; or (ii) which arise from or relate to any mechanics’ lien or related proceeding relating to the Property or any other actual or alleged failure to pay or perform in connection with the Property. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Lender, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by L▇▇▇▇▇ or Borrower on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrower will pay (or will promptly reimburse Lender for payment of) all such Indemnitee. To the extent that the undertaking to indemnifytaxes, payincluding interest and penalties thereon, and will indemnify and hold harmless set forth the indemnitees described above 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment 11.17 harmless from and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment against all liability in full of the Obligationsconnection therewith.

Indemnity. In The Borrower hereby agrees to indemnify the Agent, the Lenders and each of their respective directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, and reasonable costs and expenses, joint or several (including reasonable attorneys' fees and disbursements reasonably incurred by any such Person in connection with the preparation for or defense of any pending or threatened claim, action or proceeding), suffered or incurred by any of them under any applicable federal or state law or otherwise caused by, arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Loans. The indemnity set forth in this Section 9.16 shall be in addition to any other obligations or liabilities of the Borrower to the Agents or the Lenders, or at common law or otherwise. The provisions of this Section 9.16 shall survive the payment of expenses the Bank Indebtedness and the termination of this Agreement. The foregoing provisions of this Section 9.16 to the contrary notwithstanding, the Borrower shall not be obligated to indemnify the Agent, or any Lender pursuant to this Section 8.1 hereof9.16 for (i) any losses, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes claims or costs suffered or incurred by any of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees them 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, the administrative transfer of funds in any manner relating to or arising out of connection with 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents and which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted arise directly from the Agent's or such Lender's gross negligence or willful misconduct of misconduct, or (ii) any other losses, liabilities, damages, claims, or costs which arise directly from the Agent's, or such IndemniteeLender's gross negligence or willful misconduct. 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 Indemnitee All amounts owed pursuant to this Section 8.2, such Borrower 9.16 shall make the maximum contribution to the payment and satisfaction of each be part of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsBank Indebtedness.

Indemnity. In addition to the payment Each Grantor shall indemnify, reimburse and hold Agent, each of expenses pursuant to Section 8.1 hereofAgent's members, and irrespective each of whether the transactions contemplated hereby are consummatedtheir respective successors, each Borrower agrees to indemnifyassigns, exonerateagents, defend, pay, and hold harmless Lender, and the officers, directors, employeesshareholders, servants, agents and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsdemands, costs, expenses, and disbursements claims of any kind and nature (including claims relating to environmental discharge, cleanup or nature compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (includingincluding reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a "CLAIM" and collectively, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto"CLAIMS"), that may be imposed on, incurred by, directly 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, including any matter indirectly relating to or arising out of the filing or recordation use of any the proceeds of the Loan Documents which filing or recordation is done based upon information supplied by otherwise, the falsity of any Borrower representation or warranty of such Grantor or such Grantor's failure to Lender and its counsel 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 “Indemnified Liabilities”)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, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, that no Borrower such Grantor shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in not indemnify Agent for any liability incurred by Agent as a final non-appealable judgment by a court direct and sole result of competent jurisdiction to have resulted from the Agent's gross negligence or willful misconduct of any such Indemniteemisconduct. To Such indemnities shall continue in full force and effect, notwithstanding 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 expiration or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement Agreement. Upon an indemnitee's written demand, such Grantor shall assume and diligently conduct, at its sole cost and expense, the payment in full entire defense of the ObligationsAgent, 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 compromise any Claim against or involving Agent without first obtaining Agent's written consent thereto, which consent shall not be unreasonably withheld or delayed.

Indemnity. A. In addition to the payment of expenses pursuant to Section 8.1 hereof8.2, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, each the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, exonerate, defend, pay, pay and hold harmless each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and agents affiliates of each of the Lead Arrangers and counsel to each of the Agents and each Lender and such holders (collectively, collectively called the “Indemnitees” and individually”), an “Indemnitee”) 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, causes of action, judgments, suits, claims (including environmental claims), costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or any the other Loan Document, 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 of the Loans thereof, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation enforcement of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”Documents); provided, however, that no Borrower shall be liable 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 any such Indemnitee. . B. To the extent that the undertaking undertakings to defend, indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 8.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such the Borrower shall make contribute the maximum contribution 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 Indemnified Liabilities that 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 permissible under based on contract, tort or duty imposed by any applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and the payment Borrower and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in full of the Obligationsits favor.

Indemnity. In addition to its obligation to pay W▇▇▇▇ Fargo’s expenses under the payment terms of expenses pursuant to Section 8.1 hereofthis Agreement, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to Company shall indemnify, exonerate, defend, pay, defend and hold harmless LenderW▇▇▇▇ Fargo, its parent W▇▇▇▇ Fargo & Company, and the officersany of its affiliates and successors, directorsand all of their present and future Officers, Directors, employees, attorneys and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any of the following (collectively, “Indemnified Liabilities”): (a) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances; (b) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Exhibit D proves to be incorrect in any respect or as a result of any violation of the covenants contained in Section 5.12; and (c) Any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements expenses of any kind or nature whatsoever (including, including the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees counsel) in connection with this Agreement and any investigationother investigative, administrative, administrative or judicial proceedingproceedings, whether or not such Indemnitee shall be designated a party thereto)to such proceedings, that which may be imposed on, incurred by, by or asserted against any such Indemnitee, in any manner relating related to or arising out of this Agreement or any other in connection with the making of the Advances and the Loan Document, Documents or the use or intended use of the proceeds of the Loans or Advances, with the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation exception of any of the Loan Documents which filing or recordation is done based upon information supplied Indemnified Liability caused by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of an Indemnitee. If any investigative, judicial or administrative proceeding described in this Section is brought against any Indemnitee, upon the Indemnitee’s request, Company, or counsel designated by Company and satisfactory to the Indemnitee, will resist and defend the action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at Company’s sole cost and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such Indemniteeaction, suit or proceeding. To the extent that the undertaking If this agreement to indemnify, pay, and hold harmless set forth in the preceding sentence may indemnify is held to be unenforceable because it is violative of violates any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2policy, such Borrower Company shall nevertheless make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is to the extent permissible under applicable law. The Company’s obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full discharge of the ObligationsCompany’s other obligations under this Agreement.

Indemnity. 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, exonerate, defend, pay, and hold harmless Lender, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), 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, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities Except to the extent such Indemnified Liabilities are found in a final non-appealable judgment caused by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors, Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises and releases and waives all claims and causes of action against the Indemnified Parties for any such Indemniteedamage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant’s use and occupancy of the Premises, including, without limitation, as a result of the buildings and improvements located in the Premises becoming out of repair, the leakage of gas, oil, water, steam or electricity emanating from their usual conduits. To the extent that the undertaking to Tenant shall indemnify, payprotect, defend and hold the Indemnified Parties harmless set forth from and against any and all claims, judgments, damages, liabilities, losses, sums paid in settlement of claims, costs and expenses (including, but not limited to, reasonable attorneys’ fees and litigation costs), obligations, liens and causes of action, whether threatened or actual, direct or indirect (collectively, “Claims”), which arise in any way, directly or indirectly, resulting from, in connection with or in any manner relating to, in whole or in part, Tenant’s or Tenant’s Parties’ activities in, on or about the preceding sentence may be unenforceable because it is violative Premises or Premises, including, without limitation, Tenant’s breach or default of any law obligation of Tenant to be performed under the terms of this Lease, the conduct of Tenant’s business, the nonobservance or public policy and such Borrower is required to make a payment to nonperformance of any Indemnitee law, ordinance or regulation or the negligence or misconduct of Tenant or Tenant’s Parties; provided, however, that Tenant’s indemnity of the Indemnified Parties pursuant to this Section 8.2, such Borrower 12.1 shall make the maximum contribution not in any event apply to any Claims to the payment and satisfaction extent the same result from any gross negligence or willful misconduct of each Landlord or any of its agents, employees or contractors. Landlord shall not be liable to Tenant for any damages arising from any act, omission or neglect of any other tenant in the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsPremises.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, (a) The Borrower shall indemnify each Credit Party and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, payRelated Party thereof (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless Lenderfrom, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnified Person, incurred by, by or asserted against such Indemniteeany Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any manner relating to or arising out of this Agreement Loan Document or any other Loan Documentagreement or instrument contemplated thereby, the use or intended use performance by the parties to the Loan Documents of the proceeds of the Loans their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementhereby or any other transactions contemplated thereby (including the Eckerd Acquisition), including (ii) any matter relating to Loan or arising out the use of the filing proceeds thereof, (iii) any actual or recordation alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loan Documents which filing Subsidiaries, or recordation any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is done based upon information supplied by a party thereto, PROVIDED that such indemnity shall not, as to any Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedPerson, however, that no Borrower shall be liable with respect to Indemnified Liabilities available to the extent that such Indemnified Liabilities losses, claims, damages, liabilities or related expenses are found in a final non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such Indemnitee. taxes. (b) To the extent that the undertaking Borrower fails to indemnifypromptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, payeach Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount MULTIPLIED BY (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and hold harmless set forth in (ii) at any time when Loans are outstanding (x) if the preceding sentence may be unenforceable because it is violative of any law Commitments then exist, its Commitment Percentage or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2(y) if the Commitments have been terminated or otherwise no longer exist, such Borrower shall make the maximum contribution percentage equal to the payment fraction, (A) the numerator of which is the sum of such Lender's Credit Exposure and satisfaction (B) the denominator of each which is the sum of the Indemnified Liabilities Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is permissible under applicable law. 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 capacity as such. (c) The obligations of Borrowers the Borrower and the Lenders under this Section 8.2 11.10 shall survive the termination of this Agreement the Commitments and the payment in full of the ObligationsLoans 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 the use of the proceeds thereof.

Indemnity. In addition to the payment Without in any way limiting any of expenses pursuant to Section 8.1 hereofMusicow Asset’s and/or Musicow US Vol. I’s rights set forth in this Agreement, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to Musicow IP shall indemnify, exonerate, defend, pay, defend and hold harmless Lender, Musicow Asset and the Musicow US Vol. I and their respective officers, directors, managing members, employees, representatives, agents, subsidiaries and agents of and counsel to Lender and such holders affiliates (collectively, the “Indemnitees” Indemnified Parties”), harmless from, against and individually, an “Indemnitee”) from and against in respect of any and all liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, obligations, liabilities, damages, settlements, recoveries, h▇▇▇▇ and disbursements deficiencies (individually, each of any kind or nature whatsoever (the foregoing may be referenced as a “Claim” and collectively, all of the foregoing may hereafter be referenced as “Claims”), including, the reasonable out-of-pocket without limitation, interest, penalties and attorneys’ and other expert fees and disbursements of counsel for such Indemnitees in connection with court costs (whether or not any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party theretolegal action is actually commenced), that any Indemnified Parties may be imposed onincur or suffer, incurred byand that arise, result from or asserted against such Indemnitee, in any manner relating relate to any breach of, or arising out failure by Musicow IP to perform, any of Musicow IP’s representations, warranties, covenants, agreements or obligations in this Agreement or in any agreement, certificate, exhibit or other Loan Documentinstrument furnished or to be furnished by Musicow IP, or any of Musicow IP’s agents, and/or any Claim or assertion that is inconsistent with any of Musicow IP’s representations, warranties, covenants, agreements or obligations in this Agreement or in any agreement, certificate, exhibit and/or other instrument furnished or to be furnished by Musicow IP or any of Musicow IP’s agents, which right shall be in addition to the Indemnified Parties other rights and remedies under this Agreement. The Indemnified Parties, or any of them, shall promptly notify Musicow IP in writing of any Claim or actual or alleged breach of this Agreement. When invoking this indemnity provision, the use or intended use Indemnified Parties may either retain control of the proceeds defense against the Claims, or permit Musicow IP to control the defense against the Claims subject to approval by the Indemnified Parties of Musicow IP’s legal counsel, which approval shall not be unreasonably withheld, conditioned or delayed. If relinquishing control of the Loans or defense against Claims to Musicow IP, the consummation Indemnified Parties may nevertheless participate in the defense of any Claim at their sole expense with the Indemnified Parties’ separate counsel. Notwithstanding any of the transactions contemplated by this Agreementforegoing indemnity terms, including Musicow IP shall not settle or plead nolo contendere to any matter relating to or arising out Claim which may tarnish the reputation of the filing Indemnified Parties or recordation diminish the value of any of the Loan Documents which filing Copyrights or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of 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 Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each Works without prior written approval of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsParties.

Indemnity. In addition The Borrower agrees to indemnify and hold each Lender and the payment Administrative Agent harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of expenses pursuant to Section 8.1 hereof, and irrespective any of whether the transactions contemplated hereby are consummatedby, each Borrower agrees or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to indemnify, exonerate, defend, paythe Borrower, and to indemnify and hold harmless Lender, each Lender and the officersAdministrative Agent (and their respective affiliates, directors, employeesofficers, agents and agents of employees (collectively with the Administrative Agent and counsel to Lender and such holders (collectivelythe Lenders, the “Indemnitees” and individually, an “IndemniteeIndemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, causes of action, judgments, suits, claims, reasonable costs, expenses, and reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including, the including but not limited to reasonable out-of-pocket attorney’s fees and disbursements of counsel for such Indemnitees settlement costs) arising directly or indirectly from or in connection with any investigationthe execution, administrativedelivery, or judicial proceedingenforcement, 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 performance and administration 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, including the other Loan Documents and any matter relating to such other documents, from the Borrower’s use of proceeds or arising out the commitment, from failure of the filing Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or recordation of any incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel comply with covenants in a timely manner (all the foregoing in this Section 9.5(c), collectively, the “Indemnified Liabilitiesindemnified liabilities”); , provided, however, that no the Borrower shall be liable have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any 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 Party, the gross negligence or willful misconduct of such Indemnified Party as finally determined in a nonappealable judgment by a court of competent jurisdiction, (B) disputes arising between or among the Lenders and the Administrative Agent, or (C) with respect to any such Indemnitee. To Indemnified Party, the extent that the undertaking failure of such Indemnified Party (and its Affiliates) to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative comply with any Requirement of any law or public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the ObligationsLaw.

Indemnity. In addition The Lessees each agree 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, exonerate, defend, pay, indemnify and hold harmless Lenderthe Series 2010-3 Letter of Credit Provider and, and the in their capacities as such, officers, directors, shareholders, affiliates, controlling persons, employees, agents and agents servants of and counsel to Lender and such holders (collectivelythe Series 2010-3 Letter of Credit Provider, the “Indemnitees” and individually, an “Indemnitee”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, causes costs or expenses whatsoever which the Series 2010-3 Letter of action, judgments, suits, claims, costs, expenses, and disbursements Credit Provider may incur or which may be claimed against the Series 2010-3 Letter of Credit Provider by any kind or nature Person whatsoever (including, the including reasonable out-of-pocket fees and disbursements expenses of counsel for such Indemnitees counsel) in each case arising out of or by reason of or in connection with, or in connection with the preparation of a defense of, any investigation, administrativelitigation or proceeding arising out of, 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 in connection with the execution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by the Lessees under the Series 2010-3 Letter of Credit or this Agreement or any other Loan Related Document, the use or intended use of the proceeds of the Loans any acts or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation omissions of any of the Loan Documents which filing Lessees in connection herewith or recordation is done based upon information supplied therewith, or any transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Lessees contained or incorporated by reference in any Related Document or the omission or alleged omission by any Borrower of the Lessees to Lender and its counsel (state therein a material fact necessary to make such statements, in the “Indemnified Liabilities”); providedlight of the circumstances under which they are or were made, howevernot misleading, that no Borrower shall be liable with respect to Indemnified Liabilities except to the extent that such Indemnified Liabilities are found claim, damage, loss, liability, cost or expense is caused by the willful misconduct or gross negligence of the Series 2010-3 Letter of Credit Provider or a breach by the Series 2010-3 Letter of Credit Provider (or its agents or employees or any other Person under its control) of its obligations under the Series 2010-3 Letter of Credit, in each case as determined by a final and non-appealable judgment by of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of jurisdiction, and provided that any such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may Lessee shall be unenforceable because it is violative of any law or public policy and such Borrower is required to make a payment to indemnify the Series 2010-3 Letter of Credit Provider, in connection with prosecuting or defending any Indemnitee pursuant to this Section 8.2such claims, such Borrower shall make the maximum contribution to the payment for reasonable attorneys’ fees and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligationsexpenses.