Common use of Indemnity Clause in Contracts

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.

Indemnity. Whether or not the transactions contemplated hereby are consummatedCompany shall indemnify, the Obligors shall indemnify defend and hold harmless each Agent-Related PersonUniversity and its trustees, the Arrangerofficers, each Bank faculty, students, employees, and agents and their respective affiliatessuccessors, directorsheirs and assigns (the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and hold harmless [***] and its trustees, officers, employees employees, and agents agents, and their respective successors, heirs and assigns (collectivelythe "[***] Indemnitees"), the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential liability, cost, expense, damage deficiency, loss, or exemplary damages), liabilities and reasonable out-of-pocket expenses obligation (including, without limitation, reasonable attorney's fees and disbursements of counselcosts), amounts paid in settlement and court costs) (collectivelybased upon, the “Indemnified Liabilities”) which may be incurred by arising out of, or otherwise relating to any such Indemnified Party as a result of a claim by a third party actions taken or asserted by a third party against any such Indemnified Party, in each case, omissions made in connection with or arising out pursuant to this License Agreement. The [***] Indemnitees agree to provide Company with prompt written notice of any claim, suit action, demand or in judgment for which indemnification is sought under this Agreement. Company agrees that any way relating Sublicensee shall agree to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed provide [***] with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred same indemnity provided by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementCompany herein.

Indemnity. Whether or not In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, the Obligors shall indemnify Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each the Agent-Related PersonPersons, and the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents Lender-Related Persons (collectively, collectively the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, damages (other than consequential costs, expenses, and disbursements of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for such Indemnitees in connection with any investigation, amounts paid 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 settlement 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 Borrower to Agent and court costsits 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) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no obligation hereunder with respect to Indemnified Liabilities arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in of any such Indemnitee or a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing material breach by such Indemnified Party and Indemnitee of the Obligorsexpress 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 for any reason investigative, judicial, or administrative proceeding arising from any of the indemnification provided for herein foregoing is unavailable brought against any Indemnitee indemnified or intended to any Indemnified Party be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or insufficient proceeding or cause the same to hold it harmless as 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 contemplated herebythat the undertaking to indemnify, then pay, and hold harmless set forth in the Obligors hereby agree to contribute preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the amount paid or payable by such Indemnified Party as a result payment and satisfaction of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault each of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsLiabilities that is permissible under applicable law. This The obligations of Borrower under this Section 12.5 8.2 shall survive the termination of this AgreementAgreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. Whether Without waiving any rights, claims or not defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the transactions contemplated hereby are consummatedLoan Documents, FWH shall pay, indemnify, save and hold the Administrative Agent, the Obligors shall indemnify Collateral Agent and hold harmless each Agent-Related Person, the Arranger, Secured Party and each Bank and of their respective affiliatesofficers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact and Affiliates (collectivelyeach, the an “Indemnified PartiesPerson”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, damages actions, judgments, suits, costs, charges, expenses or disbursements (other than consequential including Attorney Costs) of any kind or exemplary damages)nature whatsoever which may at any time (including at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, resignation or replacement of any Agent or any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to, or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any of its Affiliates related thereto, and reasonable out-of-pocket expenses any investigation, litigation or proceeding (includingincluding any bankruptcy, without limitationinsolvency, reasonable fees and disbursements of counselreorganization or other similar proceeding or appellate proceeding) related to Prattsburgh, amounts paid in settlement and court costs) whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, provided that the Obligors FWH shall not be required have any obligation hereunder to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating Person with respect to such Indemnified Party’s own gross negligence or willful misconduct as either Liabilities determined in a final, nonappealable judgment by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or otherwise agreed to in writing by willful misconduct of such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementPerson.

Indemnity. Whether Subject to Section 9.7, except to the extent caused by the negligence or not the transactions contemplated hereby are consummatedwillful misconduct of Landlord or any of its employees, the Obligors officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless each Agent-Related PersonLandlord, the Arrangerits affiliates, each Bank and their respective affiliatesemployees, officers, directors, officerspartners, employees members and agents (collectivelyshareholders, the “Indemnified Parties”) property manager, and Mortgagees of the Property, from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, damages 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 than consequential work by Tenant on or exemplary damages)about the Premises pursuant to Article 8 or otherwise, liabilities and reasonable out-or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of-pocket expenses (including, without limitationspilled, reasonable fees and disbursements of counselreleased, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party emitted or asserted by a third party against any such Indemnified Partydischarged on, in each caseor 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 connection with violation of Section 7.6 or arising out of or in any way relating otherwise. Subject to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated herebySection 9.7, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to resulting from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in a finalTenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), nonappealable judgment by a court indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of competent jurisdiction Tenant from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or otherwise agreed judgments of any nature arising from or with respect to Landlord’s or any of Landlord’s employees’, officers’, contractors’, or agents’ negligence or willful misconduct resulting in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party personal injury or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementbodily harm.

Indemnity. Whether The Borrower shall (i) pay all reasonable out-of-pocket expenses incurred by the Bank, including the reasonable fees, charges and disbursements of any one counsel for the Bank, in connection with the enforcement or not protection of its rights in connection with this Agreement and (ii) indemnify the transactions contemplated hereby are consummated, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their its affiliates and the respective affiliates, directors, officers, employees employees, agents and agents advisors of the Bank and such Person’s affiliates (collectively, the each such Person being called an “Indemnified PartiesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (includingrelated expenses, without limitationincluding the fees, reasonable fees charges and disbursements of counselany counsel for any Indemnitee, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by or asserted against any such Indemnified Party Indemnitee arising out of, in connection with, or as a result of a claim (i) the execution or delivery of this Agreement or the performance by a third party or asserted by a third party against any such Indemnified Partythe parties hereto of their respective obligations hereunder, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummatedii) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated herebythe use of the proceeds therefrom or (iii) any actual or prospective claim, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatinglitigation, defending or participating in any action investigation or proceeding (relating to any of the foregoing, regardless of whether or not such Indemnified Party any Indemnitee is a party thereto; provided that such indemnity shall not, as to such action or proceeding) out of which any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses may arise; provided, however, that have resulted from the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of such Indemnitee, in each case, as either determined in by a final, nonappealable non-appealable judgment by of a court of competent jurisdiction or otherwise jurisdiction. It is understood and agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and that, to the extent contemplated herebynot precluded by a conflict of interest, then each Indemnitee shall endeavor to work cooperatively with the Obligors hereby agree Borrower with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to contribute to the amount paid or payable by such Indemnified Party as any Indemnitee, it is anticipated that a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received single counsel selected by the Obligors, on Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the one hand, and such Indemnified Party, on the other hand, and also the respective fault approvals of the Obligors, on Borrower (not to be unreasonably withheld or delayed) and the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementIndemnitee (not to be unreasonably withheld or delayed).

Indemnity. Whether (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 not on behalf of any person or persons, firm or firms, corporation or corporations, arising from the transactions contemplated hereby are consummatedconduct or management, or from any work or things whatsoever done in or about the Obligors Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (b) Landlord shall protect, indemnify and hold Tenant harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all lossesloss, claims, damages liability or costs (other than consequential or exemplary damages), liabilities including court costs and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costsattorneys' fees) (collectively, the “Indemnified Liabilities”) which may be incurred by reason of: (a) any damage to any property or any injury (including but not limited to death) to any person occurring in, or on or about the Demised Premises or the Building to the extent that such Indemnified Party as a result injury or damage shall be proximately caused by the Landlord's affirmative acts of a claim by a third party negligence or asserted by a third party against any such Indemnified Partywillful misconduct of Landlord or its agents, in each case, in connection with servants or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseemployees; provided, however, that the Obligors such indemnification shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except limited to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to of the contrary, the Obligors shall not be liable sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability after deductibles, or expense insurance proceeds that would have been received in such proportion as is appropriate the event Landlord had not elected to reflect the relative benefits received by the Obligors, on the one handself-insure, and (ii) the deductible amounts for such Indemnified Party, on the other hand, and also the respective fault claims under such insurance policies. The provisions of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 this Article shall survive the termination of this AgreementLease with respect to any claims or liability occurring prior to such termination. (c) Notwithstanding the foregoing indemnification obligations, Landlord and Tenant both hereby release the other and the other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that the cost of any such claim is reimbursed by insurance proceeds recovered by the releasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors 13.1. Licensor shall indemnify and hold harmless each Agent-Related PersonLicensee and its affiliates, the Arranger, each Bank and their respective affiliatespermitted assignees, directors, officers, employees agents and agents (collectivelyemployees, the “Indemnified Parties”) from and against any and all lossesliability, claims, causes of action, suits, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including reasonable attorneys' fees and disbursements of counsel, amounts paid expenses in settlement and court costsactions involving third parties or between the parties hereto) (collectively, the “Indemnified Liabilities”"Claims") which Licensee is or becomes liable for, or may be incurred incur solely by reason of its use within the Territory, in strict accordance with the terms and conditions of this Agreement and the Design Agreement, of the Trademark or the designs furnished to Licensee by Licensor or the Design Partnership, to the extent that any such Indemnified Party as a result Claims arise through infringement of a claim by a third party or asserted by a third party against any such Indemnified Partyanother's design patent, in each casetrademark, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan copyright or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseproprietary rights; provided, however, that Licensee gives Licensor prompt notice of, and full cooperation in the Obligors defense against, all such Claims. If any action or proceeding shall not be required to reimburse brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and Licensor shall assume and direct the expenses of more than one defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel for all Indemnified Parties except to in such action or proceeding. 13.2. To the extent that different Indemnified Parties not inconsistent with paragraph 13.1 hereof, Licensee shall have conflicting interests. Notwithstanding anything herein to the contraryindemnify and save and hold Licensor, the Obligors shall not be liable or responsible for lossesDesign Partnership, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, individually, and their assignees, directors, officers, agents and employees, harmless from and against any and all liability, claims, damagescauses of action, costs suits, damages and expenses incurred (including reasonable attorneys' fees and expenses in actions involving third parties or between the parties hereto), which they, or any of them, are or become liable for, or may incur, or be compelled to pay by reason of any Indemnified Party arising out acts, whether of omission or relating to such Indemnified Party’s own gross negligence commission, that may be committed or willful misconduct as either determined suffered by Licensee or any of its servants, agents or employees in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination connection with Licensee's performance of this Agreement, including Licensee's use of Licensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and Licensee shall assume and direct the defense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or proceeding.

Indemnity. Whether or not the transactions contemplated hereby are consummated(a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall indemnify, defend and hold harmless, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) 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 lossesTaxes whensoever arising with respect to or relating to the Company that are attributable to any taxable period ending on or prior to the Closing Date and, claimsin the case of a taxable period that includes, damages 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 consequential the Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or exemplary damagesany comparable provision of foreign, state, local or subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and all Taxes arising out of or constituting a breach of any representation, warranty, or covenant of the Parent, Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be referred to herein as "Parent's Taxes"). Parent's Taxes shall include, with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), liabilities all Taxes relating to the Company attributable to the portion of the Straddle Period prior to and reasonable outincluding the Closing Date (the "Pre-of-pocket expenses (including, without limitation, reasonable fees and disbursements Closing Period"). For purposes of counsel, amounts paid in settlement and court costs) (collectivelysuch Straddle Periods, the “Indemnified Liabilities”portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which may is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be incurred due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by any such Indemnified Party which they are increased or decreased as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation transactions contemplated hereby, and which are calculated on an annual basis (such as the Obligors hereby agree deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Parent and its affiliates from and against and in respect of and shall be responsible for and shall timely pay or cause to reimburse each such Indemnified Party for be paid (i) any Attorneys’ Costs or other out-of-pocket expenses incurred in connection and all Taxes with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party respect to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, howeverthe Company, that are attributable to any taxable period commencing after the Obligors Closing Date and, in the case of a Straddle Period, the portion of such taxable period that begins on the day after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") and (ii) any losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent attributable to a breach of any representation, warranty or covenant of Purchaser or Merger Sub contained in this Article VIII. (c) If Purchaser or any Affiliate files any Return which includes payment of Parent's Taxes, Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall reimburse Purchaser for such Parent's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required to reimburse the expenses of more earlier than one counsel for all Indemnified Parties except two (2) days before it is due to the extent appropriate tax authority. If Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent files any Return which includes payments of Purchaser's Taxes, Purchaser shall reimburse Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent, as relevant, for such Purchaser's Taxes within ten (10) days following written notice that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein payment of such amounts to the contraryappropriate tax authority is due, the Obligors provided that payment shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein required earlier than two (2) days before it is unavailable to any Indemnified Party or insufficient to hold it harmless as and due to the extent contemplated herebyappropriate tax authority. Parent, then Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall timely provide to Purchaser all information and documents within the Obligors hereby agree 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 contribute to properly prepare and file the amount paid Returns described in the second preceding sentence or payable by such Indemnified Party as a result in connection with the determination of such loss, claim, damage, any Tax liability or expense any audit, examination or proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the Returns described in such proportion as is the second preceding sentence or in connection with the determination of any Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other (at their own expense) party to obtain other information or documents necessary or appropriate to reflect prepare and file Returns or elections or necessary or appropriate in connection with the relative benefits received by the Obligorsdetermination of any Tax liability or any audit, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementexamination or proceeding.

Indemnity. Whether or not the transactions contemplated hereby are consummated(i) The Mortgagor agrees to indemnify, the Obligors shall indemnify pay and hold harmless the Mortgagee and each Agent-Related Person, of the Arranger, each Bank other Secured Parties and their respective affiliatesthe officers, directors, officersemployees, employees agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for such Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in settlement and court costs) any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (collectivelyincluding, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors Mortgagor shall not be required have no obligation to reimburse the expenses of more than one counsel for all an Indemnitee hereunder with respect to Indemnified Parties except Liabilities to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein it has been determined by a final decision (after all appeals and the expiration of time to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment appeal) by a court of competent jurisdiction or otherwise agreed to in writing by that such Indemnified Party Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the Obligors. If for preceding sentence may be unenforceable because it is violative of any reason law or public policy, the indemnification provided for herein Mortgagor shall contribute the maximum portion which it is unavailable permitted to any Indemnified Party or insufficient to hold it harmless as pay and satisfy under applicable law, to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such payment and satisfaction of all Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received Liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not the transactions contemplated The Company hereby are consummatedagrees to indemnify each Indemnitee against, the Obligors shall indemnify and hold agrees to protect, defend, save and keep harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) thereof from and against any and all liabilities, obligations, losses, damages, penalties, claims, damages (other than consequential or exemplary damages)actions, liabilities and reasonable suits, out-of-pocket expenses costs, expenses, and disbursements, of whatsoever kind and nature (includingcollectively called "Expenses") imposed on, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with or arising out of or in any way relating to or resulting from arising out of (A) any transaction of the Financing Agreements or proposed transaction any lease or sublease of any Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of the Airframe (as defined in the Participation Agreement) or any Engine (as defined in the Participation Agreement), (C) the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) whether or not consummated) contemplated to be financed with arising out of the proceeds of any Loan finance, refinance, ownership, delivery, nondelivery, storage, lease, sublease, sub-sublease, possession, use, non-use, operation, maintenance, registration, reregistration, condition, modification, alteration, replacement, repair, substitution, sale, return or other financial accommodation contemplated herebydisposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs without limitation, latent or other out-of-pocket expenses incurred in connection with investigatingdefects, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party discoverable, strict tort liability and any claim for patent, trademark or copyright infringement, or (D) the offer, sale or delivery of the Equipment Notes (the indemnity in this clause (D) to such action extend also to any person who controls an Indemnitee within the meaning of Section 15 of the Securities Act of 1933, as amended); provided that the foregoing indemnity as to any Indemnitee shall not extend to any Expense resulting from or proceeding) arising out of or which would not have occurred but for one or more of the following: (A) any representation or warranty by such lossesIndemnitee (or any of its affiliates) in the Financing Agreements or in connection therewith being incorrect in any material respect, claimsor (B) the failure by such Indemnitee (or any of its affiliates) to perform or observe any agreement, damages, liabilities covenant or expenses may arise; provided, however, that condition in any of the Obligors shall not be required Financing Agreements applicable to reimburse the expenses of more than one counsel for all Indemnified Parties it (except to the extent such failure was caused directly by the failure of the Company to perform any obligation under a Financing Agreement), or (C) the willful misconduct or the gross negligence of such Indemnitee (or any of its affiliates) other than gross negligence imputed to such Indemnitee (or any of its affiliates) solely by reason of its interest in the Aircraft), or (D) any Tax, or (E) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Agreements other than such as have been consented to, approved, authorized or requested by the Company, or (F) subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Company is required to indemnify therefor pursuant to this Agreement, or (G) any Expense which is specified to be for the account of an Indemnitee pursuant to any Financing Agreement without express right of reimbursement under any Financing Agreement. The foregoing indemnity shall not extend to any Expense to the extent that different Indemnified Parties such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to the payment of all payments required to be paid by the Company under the Financing Agreements. The Company further agrees that any payment or indemnity pursuant to this Section 10 in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a foreign country, or any territory or possession of the United States or any international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Company pursuant to this Section 10, such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Company, but only if the Company shall have conflicting interestsmade all payments then due and owing to such Indemnitee under the Financing Agreements, an amount equal to the sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the actual reduction in Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon receiving such notice, give notice of such claim to the Company; provided that the failure to provide such notice shall not release the Company from any of its obligations to indemnify hereunder, and no payment by the Company to an Indemnitee pursuant to this Section 10 shall be deemed to constitute a waiver or release of any right or remedy which the Company may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Company such notice. The Company shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as the Company has agreed in a writing acceptable to such Indemnitee that the Company is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 10), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Company has agreed in a writing acceptable to such Indemnitee that the Company is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 10), in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Financing Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its best efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding anything herein any of the foregoing to the contrary, the Obligors Company shall not be liable entitled to assume responsibility for and control of any such judicial or responsible administrative proceedings (M) while an event of default shall have occurred and be continuing under any of the Financing Agreements or (N) if such proceeding could be in the good faith opinion of such Indemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by the Company pursuant to the preceding provisions. The affected Indemnitee shall supply the Company with such information reasonably requested by the Company as is necessary or advisable for lossesthe Company to control or participate in any proceeding to the extent permitted by this Section 10. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of the Company, claimswhich consent shall not be unreasonably withheld or delayed, damages, costs and expenses incurred by any Indemnified Party arising out of or relating unless such Indemnitee waives its right to be indemnified with respect to such Indemnified Party’s own Expense under this Section 10. The Company shall supply the affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 10. When the Company or the insurers under a policy of insurance maintained by the Company undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct as either determined on the part of such Indemnitee without such Indemnitee's prior consent. In the event that the Company shall have paid an amount to an Indemnitee pursuant to this Section 10, and such Indemnitee subsequently shall be reimbursed in a finalrespect of such indemnified amount from any other Person, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and Indemnitee shall promptly pay to the extent contemplated hereby, then the Obligors hereby agree to contribute Company an amount equal to the amount paid of such reimbursement (but in no event more than such payment from the Company) plus any net tax benefit (or payable minus any net tax detriment) realized by such Indemnified Party Indemnitee as a result of any reimbursement received and payment made by such lossIndemnitee pursuant to this sentence, claimprovided that (i) no event of default has occurred and is continuing under any of the Financing Agreements and (ii) such Indemnitee shall have no obligation to reimburse the Company if the Company has not paid such Indemnitee all amounts required pursuant to this Section 10 and any other amounts then due to such Indemnitee from the Company under any of the Financing Agreements. The Company's obligations under the indemnities provided for in this Agreement shall be those of a primary obligor, damage, liability whether or expense in such proportion as is appropriate not the Person indemnified shall also be indemnified with respect to reflect the relative benefits received by same matter under the Obligors, on the one handterms of any other document or instrument, and such Indemnified Party, on the other hand, and also Person seeking indemnification from the respective fault of Company pursuant to this Section 10 may proceed directly against the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as Company without first seeking to enforce any other relevant equitable considerations. This Section 12.5 shall survive the termination right of this Agreementindemnification.

Indemnity. Whether or not Borrower agrees to indemnify the transactions contemplated hereby are consummated, the Obligors shall indemnify L/C Issuer and each of its correspondents and hold them harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, claimsliabilities, damages (other than consequential or exemplary damages)penalties, liabilities actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements whatsoever which they may incur or suffer by reason of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with the execution and delivery or arising out assignment of or in payment or presentation under any way relating to Letter of Credit or resulting from any transaction action taken or proposed transaction (whether or not consummated) contemplated omitted to be financed taken with respect to any Letter of Credit, except only if and to the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which extent that any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claimsliabilities, damagespenalties, costs and actions, judgments, suits, costs, expenses incurred or disbursements shall be caused by any Indemnified Party arising out of the willful misconduct or relating to such Indemnified Party’s own gross negligence or willful misconduct of the L/C Issuer as either determined in by a final, nonappealable judgment by final non-appealable order of a court of competent jurisdiction or otherwise agreed such correspondent in making payment against any draft presented under any Letter of Credit which does not comply with the term thereof, or in failing to make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in writing 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 Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable Letter of Credit as to any Indemnified Party 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 hold it harmless as be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to the extent contemplated herebyany reimbursement, then the Obligors hereby agree to contribute to the indemnification or any other amount paid or payable by such Indemnified Party as a result of such lossunder this Section 2.4(g), claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received upon request by the ObligorsL/C Issuer or such correspondent at any time, on Borrower shall reimburse the one hand, L/C Issuer or such correspondent for reasonable out-of-pocket charges and such Indemnified Party, on the other hand, and also the respective fault disbursements of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsoutside legal counsel. This Section 12.5 The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this AgreementAgreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a consequence of the willful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall The Borrowers agree to indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Banks and their respective affiliates, directors, officers, employees employees, agents, attorneys and agents representatives (singularly, an "Indemnified Party", and collectively, the “"Indemnified Parties”") from and against any loss, cost, liability, damage or expense (including the reasonable fees and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (includingof counsel to the Banks, without limitation, reasonable fees and disbursements of including all local counsel hired by such counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”"Claim") which may be incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any such Indemnified Party as a result other action in respect of a claim by a third party any commenced or asserted by a third party against threatened litigation, administrative proceeding or investigation under any such Indemnified Partyfederal securities law, in each casefederal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Banks hereunder and under the Notes, provided that the Borrowers shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined of the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in a final, nonappealable judgment by a court the defense of competent jurisdiction or otherwise agreed any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to in writing by the extent such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable believes it reasonably prudent to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and protect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, on the other handWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and also the respective fault of the ObligorsCONTRIBUTING, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Whether or not the transactions contemplated Borrower hereby are consummatedagrees to indemnify, the Obligors shall indemnify pay and hold harmless each Agent-Related Person, Agent and Lenders and the Arranger, each Bank and their respective affiliatesofficers, directors, officers, employees and agents counsel of Agent and Lenders (collectively, collectively called the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and disbursements of counseloutside counsel for such Indemnitee) in connection with any investigative, amounts paid in settlement administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and court costsincluding any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Agent or Lenders) (collectivelyasserting any right to payment for the transactions contemplated hereby, the “Indemnified Liabilities”) which may be imposed on, incurred by any or asserted against such Indemnified Party Indemnitee as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with the transactions contemplated hereby or arising out by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or in under, or escape, seepage, leakage, spillage, discharge, emission or release from, any way relating to property now or resulting from previously owned, leased or operated by Borrower, any transaction Subsidiary or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds any other Person of any Loan Hazardous Materials or other financial accommodation contemplated herebyany Hazardous Materials Contamination, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceedingB) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to the offsite disposal of any materials generated or present on any such Indemnified Party’s own 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 in part by any condition, accident or event caused by any act or omission of Borrower or any Subsidiary, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Notes and Letters of Credit, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or negligence, willful misconduct or breach of contract of such Indemnitee, as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed jurisdiction. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute the maximum portion which it is permitted to in writing by such Indemnified Party pay and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and satisfy under applicable law to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by payment and satisfaction of all such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received indemnified liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not the transactions contemplated hereby are consummated(i) The Grantor agrees to indemnify, the Obligors shall indemnify pay and hold harmless each Agent-Related Personthe Beneficiary, the Arranger, Trustee and each Bank of the other Secured Parties and their respective affiliatesthe officers, directors, officersemployees, employees agents and agents Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for such Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in settlement and court costs) any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (collectivelyincluding, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors Grantor shall not be required have no obligation to reimburse the expenses of more than one counsel for all an Indemnitee hereunder with respect to Indemnified Parties except Liabilities to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein it has been determined by a final decision (after all appeals and the expiration of time to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment appeal) by a court of competent jurisdiction or otherwise agreed to in writing by that such Indemnified Party Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the Obligors. If for preceding sentence may be unenforceable because it is violative of any reason law or public policy, the indemnification provided for herein Grantor shall contribute the maximum portion which it is unavailable permitted to any Indemnified Party or insufficient to hold it harmless as pay and satisfy under applicable law, to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such payment and satisfaction of all Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received Liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not the transactions contemplated hereby are consummatedThe Company and Uptick agrees to indemnify, the Obligors shall indemnify defend, and hold harmless each Agent-Related Person, the Arranger, each Bank other and their respective its affiliates, directors, officers, employees counsel, employees, agents, members, managers, successors, assigns, and agents controlling persons (collectivelyas defined in the Act) (each, the an “Indemnified PartiesParty”) from and against any and all losses, claims, damages damages, costs, expenses, and liabilities (including any investigatory, legal, and other than consequential expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or exemplary damages)defending any action, liabilities and reasonable out-of-pocket expenses (includingclaim, without limitationor proceeding, reasonable fees and disbursements of counsel, amounts paid whether or not resulting in settlement and court costsany liability) (collectively, the “Indemnified LiabilitiesIndemnifiable Losses”) to which may be incurred by any such Indemnified Party as a result of a claim by a third party may become subject or asserted by a third party against any such Indemnified Party, in each case, in connection with liable relating to or arising out of (a) the Agreement or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated the services to be financed with performed under the proceeds Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising out of the transactions contemplated by the Agreement, (c) any Loan inaccuracy in or other financial accommodation contemplated herebybreach in the representations and warranties of the Company contained in this Agreement, and (d) any failure of the Obligors hereby agree Company to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingperform its obligations under this Agreement, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, provided that the Obligors Company and Uptick shall not be required liable to reimburse the expenses of more than one counsel for all an Indemnified Parties except Party in any such case to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined Indemnifiable Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or otherwise agreed to in writing by such gross negligence of an Indemnified Party. No Indemnified Party shall be liable, responsible, or accountable in damages and the Obligors. If costs and expenses (including attorneys’ fees) under this Agreement except for any reason the indemnification provided liability for herein is unavailable losses, claims, damages, or liabilities finally judicially determined to any Indemnified Party have resulted solely and exclusively from actions taken or insufficient omitted to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party be taken as a direct result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement’s gross negligence or willful misconduct.

Indemnity. Whether In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Company agrees to defend, indemnify, pay and hold harmless each Agent-Related PersonAgents and Lenders, and the Arranger, each Bank and their respective affiliatesofficers, directors, officerstrustees, employees partners, employees, agents, attorneys and agents affiliates of any of Agents and Lenders (collectively, collectively called the “Indemnified Parties”"INDEMNITEES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages (other than consequential costs, expenses and disbursements of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for such Indemnitees in connection with any investigative, amounts paid in settlement administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and court costs) whether based on any federal, state or foreign laws, statutes, rules or regulations (collectivelyincluding, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of this Agreement or in any way relating the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or resulting from any transaction the use or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds of any Loan of the Loans or other financial accommodation contemplated herebythe issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "INDEMNIFIED LIABILITIES"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except only to the extent extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to arose from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of that Indemnitee as either determined in by a final, nonappealable final judgment by of a court of competent jurisdiction jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise agreed public policy, Company shall contribute the maximum portion that it is permitted to in writing by such Indemnified Party pay and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and satisfy under applicable law to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such payment and satisfaction of all Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received Liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors (i) The Borrower shall indemnify and hold harmless each the Administrative Agent-Related Person, the Arranger, each Bank Lenders and their respective affiliatesAffiliates, and their respective partners, directors, officers, employees employees, agents and agents advisors (collectively, collectively the “Indemnified PartiesIndemnitees”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket related expenses (includingincluding the reasonable fees, without limitation, reasonable fees charges and disbursements of counsel, amounts paid in settlement and court costsany counsel for any Indemnitee) (collectively, all of the foregoing being collectively called “Indemnified LiabilitiesAmounts”) which may be ), incurred by any such Indemnified Party Indemnitee or asserted against any Indemnitee by any third party or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (as applicable) arising out of, in connection with, or as a result of a claim (A) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by a third party the parties hereto of their respective obligations hereunder or asserted by a third party against any such Indemnified Partythereunder, in each caseor the consummation of the transactions contemplated hereby or thereby, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummatedB) contemplated to be financed with the proceeds of any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (C) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other financial accommodation contemplated herebytheory, and the Obligors hereby agree to reimburse each such Indemnified Party for regardless of whether any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Indemnitee is a party thereto; provided that such indemnity shall not as to such action or proceeding) out of which any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either are determined in a final, nonappealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or otherwise agreed willful misconduct of such Indemnitee. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in writing connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or equity contribution or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by such Indemnified Party unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Transaction Documents and the Obligorstermination of the Transaction Documents. All amounts due under this subsection shall be payable within ten Business Days after demand therefor to the extent that funds in the Accounts are available for such payment in accordance with this Agreement. If for any reason the foregoing indemnification provided for herein is unavailable to any Indemnified Party an Indemnitee or is insufficient to hold it harmless as and to the extent contemplated herebyan Indemnitee harmless, then the Obligors hereby agree Borrower agrees to contribute to the amount paid or payable by such Indemnified Party Indemnitee as a result of such loss, claim, damage, damage or liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Obligorssuch Indemnitee, on the one hand, and such Indemnified Partythe Borrower and its Affiliates, on the other hand, and but also the respective relative fault of the Obligorssuch Indemnitee, on the one hand, and such Indemnified Partythe Borrower and its Affiliates, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 13(e)(i) shall survive not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. (ii) The Collateral Manager agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or by reason of any one or more of the termination following: (A) any breach by the Collateral Manager of any covenant or any of its obligations under any Transaction Document, (B) the failure of any of the representations or warranties of the Collateral Manager set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and (C) by reason of any gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) on the part of the Collateral Manager in its capacity as Collateral Manager; except the Collateral Manager shall not be liable to the extent any such losses, claims, damages, liabilities or related expenses (x) result from the performance or non-performance of the Portfolio Assets or (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this AgreementSection 13(e)(ii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Collateral Manager shall not have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Collateral Manager (which consent shall not be unreasonably withheld or delayed). (iii) The Equityholder agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Equityholder of any covenant or any of its obligations under any Transaction Document, (B) the failure of any of the representations or warranties of the Equityholder set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and (C) any gross negligence, bad faith or willful misconduct on the part of the Equityholder in its capacity as Equityholder; except the Equityholder shall not be liable to the extent any such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Equityholder shall not have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Equityholder (which consent shall not be unreasonably withheld or delayed).

Indemnity. Whether or not (a) Hertz agrees to indemnify, hold harmless, and defend the transactions contemplated hereby are consummatedQI, the Obligors shall indemnify and hold harmless each Agent-Related Personits respective agents, the Arranger, each Bank and their respective affiliatesofficers, directors, officersemployees, employees members and agents affiliates (collectively, the each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, claimsliabilities, damages (other than consequential costs and expenses suffered in connection with any claims or exemplary damagesactions 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 losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and reasonable out-of-pocket expenses 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 (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which as such terms or similar terms may be incurred by 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 such Indemnified Party as a result Relinquished Property or Replacement Property, and all costs of a claim by a third party or asserted by a third party against investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any such Indemnified Partyproperty, 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, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties related to the QI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have conflicting intereststhe right to control the defense of such third party claims or actions. Notwithstanding anything herein The QI Indemnitee agrees to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs consult and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and cooperate to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable reasonably deemed necessary by such Indemnified Party as a result of such loss, claim, damage, liability or expense Hertz in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementdefense.

Indemnity. Whether or not the transactions contemplated Each Borrower hereby are consummatedagrees to indemnify, the Obligors shall indemnify pay and hold harmless each Agent-Related Person, Administrative Agent and Lenders and the Arranger, each Bank and their respective affiliatesofficers, directors, officersemployees, employees trustees, agents, investment advisors, collateral managers, servicers, and agents counsel of Administrative Agent and Lenders (collectively, collectively called the “Indemnified Parties”"Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable including the fees and disbursements of counselcounsel for such Indemnitee) in connection with any investigative, amounts paid in settlement response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and court costsincluding any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) (collectivelyasserting any right to payment for the transactions contemplated hereby, the “Indemnified Liabilities”) which may be imposed on, incurred by any or asserted against such Indemnified Party Indemnitee as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with the transactions contemplated hereby or arising out by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or in under, or escape, seepage, leakage, spillage, discharge, emission or release from, any way relating to property now or resulting from previously owned, leased or operated by any transaction Borrower, or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds any other Person of any Loan Hazardous Materials or other financial accommodation contemplated herebyany Hazardous Materials Contamination, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceedingii) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to the offsite disposal of any materials generated or present on any such Indemnified Party’s own property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Borrower, (b) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and (c) any brokerage claims in connection with the sale or any leasing of any Project, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as either determined in by a final, nonappealable final non-appealable judgment by of a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason 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 indemnification provided for herein applicable Borrower is unavailable no longer in possession of the applicable Project. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Borrower shall contribute the maximum portion which it is permitted to any Indemnified Party or insufficient to hold it harmless as pay and satisfy under applicable law to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by payment and satisfaction of all such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received indemnified liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not (a) Hertz agrees to indemnify, hold harmless, and defend the transactions contemplated hereby are consummatedQI, the Obligors shall indemnify and hold harmless each Agent-Related Personits respective agents, the Arranger, each Bank and their respective affiliatesofficers, directors, officersemployees, employees members and agents affiliates (collectively, the each a “Indemnified PartiesQI Indemnitee”) from and against any and all losses, claimsliabilities, damages (other than consequential costs and expenses suffered in connection with any claims or exemplary damagesactions 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 losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and reasonable out-of-pocket expenses 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 (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which as such terms or similar terms may be incurred by 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 such Indemnified Party as a result Relinquished Property or Replacement Property, and all costs of a claim by a third party or asserted by a third party against investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any such Indemnified Partyproperty, 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, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent related to the QI’s involvement under this Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that different Indemnified Parties Hertz shall have conflicting intereststhe right to control the defense of such third party claims or actions. Notwithstanding anything herein The QI Indemnitee agrees to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs consult and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and cooperate to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable reasonably deemed necessary by such Indemnified Party as a result of such loss, claim, damage, liability or expense Hertz in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementdefense.

Indemnity. Whether or not (a) The Corporation (the transactions contemplated “Indemnitor”) hereby are consummated, the Obligors shall agrees to indemnify and hold harmless each the Agent-Related Person, the Arranger, each Bank and their respective its subsidiaries or affiliates, and each of their directors, officers, employees and agents (collectively, hereinafter referred to as the “Indemnified PartiesPersonnel”) harmless from and against any and all lossesexpenses, losses (other than loss of profits), fees, claims, damages actions (other than consequential including shareholder actions, derivative actions or exemplary damagesotherwise), liabilities damages, obligations, or liabilities, whether joint or several, and reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and disbursements expenses of their counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which that may be incurred by in advising with respect to and/or defending any such Indemnified Party as a result of a claim by a third party actual or asserted by a third party against any such Indemnified Partythreatened claims, in each caseactions, in connection with suits, investigations or arising out of proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any way relating to capacity under any statute or resulting from any transaction common law, or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated herebyotherwise insofar as such expenses, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may arise; be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that the Obligors this indemnity shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except apply to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by 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 otherwise agreed have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in writing by such Indemnified Party (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 Obligors. 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 provided for herein is unavailable to the Agent or any Indemnified Party Personnel or insufficient to hold it the Agent or any Personnel harmless as and to the extent contemplated herebya result of such expense, loss, claim, damage or liability, then the Obligors hereby agree 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 such Indemnified Party the Agent or any Personnel as a result of such expense, loss, claim, damage, damage or liability or expense in and any excess of such proportion as is appropriate to reflect amount over the relative benefits amount of the fees received by the ObligorsAgent 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, on either domestic or foreign, or shall investigate the one handIndemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent or any Personnel, then the Agent and such Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, and the reasonable fees and expenses of such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by the Agent’s Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur. (d) Promptly after receipt of notice of the commencement of any other legal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant equitable considerationsdocumentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. This Section 12.5 However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall, on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel of the Agent. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

Indemnity. Whether or not the transactions contemplated Licensee hereby are consummatedagrees to indemnify, the Obligors shall indemnify defend (by counsel reasonably acceptable to TSRI) and hold harmless each Agent-Related PersonTSRI and any parent, the Arranger, each Bank subsidiary or other affiliated entity of TSRI and their respective affiliatestrustees, directors, officers, employees employees, scientists, agents, successors, assigns and agents other representatives (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all losses, claims, damages (suits, actions, damages, liabilities, losses and other than consequential or exemplary damages)expenses, liabilities and including without limitation reasonable out-of-pocket expenses (includingattorney’s fees, without limitation, reasonable expert witness fees and disbursements of counsel, amounts paid in settlement and court costs) costs incurred by the Indemnitees (collectively, the “Indemnified LiabilitiesLosses”) which may be incurred by ), with respect to any such Indemnified Party as a result of a claim by a third party claim, whether or asserted not a lawsuit or other proceeding is filed (collectively “Claim”), that arise out of or relate to: (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by a third party against the Licensed Patent Rights or use of the Licensed Materials; (b) alleged defects or other problems with any such Indemnified Partyof the Licensed Products manufactured, in each casesold or distributed by Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees; (d) the negligent or willful misconduct of Licensee or any of its Sublicensees; (e) any allegations that the Licensed Products developed, manufactured, sold or distributed by Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans, or other materials used in connection with or arising out to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or in defamation, or any way relating to other intellectual or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds industrial property right of any Loan third party; and/or (f) Licensee’s or other financial accommodation contemplated herebyany Sublicensee’s failure to comply with any applicable laws, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs rules or other out-of-pocket expenses incurred regulations in connection with investigating, defending the exercise of its rights or participating in any action the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except apportioned to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party applicable third party’s Claims arising out of or relating to the actions referenced above in sub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or agreement made by TSRI in this Agreement. Licensee’s obligation to defend such Indemnified PartyClaims shall apply to any third party allegations or suits against any Indemnitee that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s own gross negligence or willful misconduct prior written consent. In the event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as either determined soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in a finalthe defense of the Claim. Notwithstanding the above, nonappealable judgment by a court of competent jurisdiction or otherwise agreed Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in writing by defending any such Indemnified Party and the ObligorsClaims. If for any reason Licensee assumes direction and control of defense of the indemnification provided for herein is unavailable Claim, no Indemnitee shall agree to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result settlement of such lossClaim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, claimsuch Indemnitee shall have the right, damagebut not the obligation, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one handdefend itself, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable and documented attorney’s fees, costs and damages incurred in settling or defending such Indemnified Party, on the other hand, and also the respective fault Claims within thirty (30) days after receipt of the Obligors, on the one hand, and any invoice therefor from such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsIndemnitee. This Section 12.5 indemnity shall survive the termination be a direct payment obligation and not merely a reimbursement obligation of this AgreementLicensee to Indemnitees.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall The Grantee must indemnify and hold harmless each Agent-Related Person, keep the Arranger, each Bank Trust and their respective affiliates, directors, officersits agents, employees and agents officers indemnified against: (collectivelya) all liabilities, the “Indemnified Parties”) from and against any and all losses, claimscosts, damages (other than consequential and expenses relating to the Project that may be incurred by the Trust or exemplary damages)its agents, liabilities and reasonable out-of-pocket expenses employees or officers (including, without limitation, reasonable fees 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 disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which expenses that may be incurred by any such Indemnified Party the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds consequence of any Loan commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; (c) without limitation to paragraphs (a) and (b), all legal costs (on a solicitor/solicitor basis) and other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses costs incurred in connection with investigating, defending or participating in any action or proceeding 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. (whether or not such Indemnified Party is a party to such action or proceedingd) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that The Grantee’s liability under the Obligors shall not indemnity in this clause 14 will be required to reimburse the expenses of more than one counsel for all Indemnified Parties except reduced proportionately to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein any act or omission (whether negligent or not) of the Trust or it’s agents, employees, contractors, and associates or officers (not being the Grantee) contributed to the contraryrelevant liability, the Obligors shall not be liable cost, damage or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.

Indemnity. Whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify each Company agrees to indemnify, pay and hold harmless the Agent and each Agent-Related PersonLender and any subsequent holder of any of the Notes, Letter of Credit Liabilities or Lender Interest and the Arranger, each Bank and their respective affiliatesofficers, directors, officers, employees and agents of the Agent, each Lender and such holders (collectively, collectively called the “Indemnified Parties”"Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable including the fees and disbursements of counselcounsel for such Indemnitee) in connection with any investigative, amounts paid in settlement administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and court costsincluding any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, and the expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by NationsCredit) (collectivelyasserting any right to payment for the transactions contemplated hereby, the “Indemnified Liabilities”) which may be imposed on, incurred by any or asserted against such Indemnified Party Indemnitee as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or in any way 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 transaction such property or proposed transaction (the applicability of any governmental requirements relating to Hazardous Materials, whether or not consummatedoccasioned wholly or , accident or event caused by any act or omission of such Company or any of its Subsidiaries, and (ii) contemplated to be financed with proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of any Loan or other financial accommodation contemplated herebythe Notes, the Letters of Credit and the Obligors hereby agree Lender Interest, except that such Company shall have no obligation hereunder to reimburse each an Indemnitee with respect to any liability resulting from the gross negligence or wilful misconduct of such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to Indemnitee. To the extent that different Indemnified Parties the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall have conflicting interests. Notwithstanding anything herein contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the contrarypayment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the generality of any provision of this Section, to the Obligors shall not be liable fullest extent permitted by law, each Company hereby waives all rights for contribution or responsible for any other rights of recovery with respect to liabilities, losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of under or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment Environmental Laws that it might have by a court of competent jurisdiction statute or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for against any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementIndemnitee.

Indemnity. Whether or not the transactions contemplated hereby are consummated(a) The Company shall pay, the Obligors shall indemnify indemnify, and hold harmless each Agent-Related Person, the Arranger, each Bank and Agent and each of their respective affiliates, officers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact (collectivelyeach, the an “Indemnified PartiesPerson”) harmless from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other than consequential Loan Documents, or exemplary damages)the transactions contemplated hereby and thereby, liabilities and reasonable out-of-pocket expenses with respect to any investigation, litigation or proceeding (includingincluding any Insolvency Proceeding or appellate proceeding) related to this Agreement or the Loans or the use of the proceeds thereof, without limitationwhether or not any Indemnified Person is a party thereto (all the foregoing, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors Company shall not be required have no obligation hereunder to reimburse the expenses of more than one counsel for all any Indemnified Parties except Person with respect to Indemnified Liabilities to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to resulting from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of such Indemnified Person as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party a final and the Obligorsnon-appealable judgment. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense The agreements in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This this Section 12.5 shall survive the payment of all other Obligations and termination of this Agreement. (b) An Indemnified Person shall give prompt notice to the Company of any claim asserted in writing, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder, provided that the omission so to notify the Company will not relieve the Company from any liability, if any, which it may have to the Indemnified Person otherwise than under Section 10.05(a) unless and to the extent that the Company shall have been damaged by the delay in notification or the failure to be notified. (c) The Indemnified Person shall assist the Company in the defense of any such action or proceeding by arranging discussions with (and the calling as witnesses of) relevant officers, directors, employees and agents of the Indemnified Person and providing reasonable access to relevant books and records. The Company shall have the right to, and shall at the request of the Indemnified Person, participate in, and assume the defense of, any such action or proceeding at its own expense using counsel mutually acceptable to the Company and the Indemnified Person. In any such action or proceeding which the Company has participated in or assumed the defense of, the Indemnified Person shall have the right to retain separate counsel, but the fees and expenses of such counsel shall be at its own expense unless the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Company and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them it being understood and agreed that the Company shall not have liability for the fees and expenses of more than one firm (in addition to local counsel) which shall be retained to act in such circumstances for all of the Indemnified Parties provided however that the Company shall have the liability for the fees and expenses of more than one firm if such firm or firms has or have been retained due to actual or potential differing interests among the Indemnified Parties. (d) The Company shall not be liable under Section 10.05 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Company may settle any claim without the consent of the Indemnified Person if monetary damages are paid in full by the Company, provided, that the Company shall not make any admission of wrongdoing by such Indemnified Person and all claimants shall execute a full release in favor of such Indemnified Person. An Indemnified Person shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Company under Section 10.05.

Indemnity. Whether or not the transactions contemplated hereby are consummatedLessee agrees that each payment of Basic Rent hereunder shall be free and clear of, the Obligors shall indemnify and hold harmless each Agent-Related Personwithout deduction for, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losseswithholdings on account of Taxes of any nature whatsoever, claimswhether or not an exclusion pursuant to Section 10(b) applies, damages (other than consequential except as required by law. If any such deduction or exemplary damages)withholding of Taxes is required with respect to such payments of Basic Rent, liabilities and reasonable out-of-pocket expenses (includingLessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, without limitationafter such deduction or withholding, reasonable fees and disbursements 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 counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which outstanding Equipment Notes receive such amount as may be incurred required by the Indenture. If Lessee pays any such Indemnified Party amount to Lessor (or to any taxing authority for the account of Lessor) as a result of a claim by a third party or asserted by a third party against the application of the preceding sentence with respect to any such Indemnified Partywithholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in each casethe case of Taxes imposed on the Owner Trustee, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except Owner Participant to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein such Tax would give rise to a Lessor's Lien for which the contraryOwner Participant (i) upon or with respect to, based upon or measured by (A) any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or other disposition of the Aircraft, the Obligors shall not be liable Airframe, any Engine or responsible for lossesany Part thereof or interest therein; or (C) the rentals, claimsreceipts, damagesincome or earnings arising therefrom (including without limitation the Rent), costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.or

Indemnity. Whether or not the transactions contemplated hereby are consummatedTenant shall indemnify, the Obligors shall indemnify hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and hold harmless each Agent-Related Personin writing), the Arranger, each Bank defend Landlord and their respective affiliatesLandlord’s officers, directors, officersshareholders, employees partners, members, managers, employees, contractors, property managers, agents and agents (collectivelymortgagees and other lien holders, the “Indemnified Parties”) from and against any and all losses“Losses” (hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, ordinances, statutes, regulations or other 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, damages (other than consequential or exemplary demands, expenses, actions, judgments, damages), liabilities penalties, fines, liabilities, losses of every kind and reasonable out-of-pocket expenses nature (including, without limitation, reasonable fees and disbursements property damage, damages for the loss or restriction on use of counselany space or amenity within the Building or the Complex, amounts damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and court costs) (collectivelyany costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result costs of a claim by a third party or asserted by a third party against any such Indemnified Partycleanup, in each caseremediation, in connection with or arising out of or removal and restoration, that are in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable related to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received matter covered by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementforegoing indemnity.

Indemnity. Whether A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each Agent-Related Personof the Lead Arrangers and Agents and each Lender, and the Arrangerrespective partners, each Bank and their respective affiliatesofficers, directors, officersemployees, employees agents, attorneys, and agents affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively, collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all losses, claims, damages Indemnified Liabilities (other than consequential or exemplary damagesas hereinafter defined), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, provided that the Obligors Credit Parties shall not be required have any obligation to reimburse the expenses of more than one counsel for all any Indemnitee hereunder with respect to any Indemnified Parties except Liabilities to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as either determined in by a final, nonappealable final judgment by of a court of competent jurisdiction jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or otherwise agreed to nature whatsoever (including the reasonable and documented fees and disbursements of counsel for Indemnitees in writing connection with any investigative, administrative or judicial proceeding commenced or threatened by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Credit Party or insufficient 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 the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Credit Extensions hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including the enforcement of the Guaranty)). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they violate any law or public policy, the Credit Parties shall contribute the maximum portion that it harmless as 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 contemplated herebypermitted by applicable law, then the Obligors Credit Parties and each of their Subsidiaries shall not assert, and each hereby agree waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to contribute to direct or actual damages) (whether or not the amount paid claim therefor is based on contract, tort or payable duty imposed by such Indemnified Party any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of such loss, claim, damage, liability the proceeds thereof or expense any act or omission or event occurring in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one handconnection therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any such Indemnified Partyclaim or any such damages, on the other hand, whether or not accrued and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementwhether or not known or suspected to exist in its favor.

Indemnity. Whether or not the transactions contemplated hereby are consummatedThe Borrower agrees to pay, the Obligors shall indemnify indemnify, and hold harmless each Agent-Related Person, Lender and the Arranger, each Bank Administrative Agent and their respective affiliatesofficers, directors, officersemployees, employees advisors, affiliates and agents (collectivelyeach, the an “Indemnified PartiesIndemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, damages actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (other than consequential or exemplary damagesall the foregoing in this clause (b), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which ), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be incurred hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Paragraph (b) of this Section shall not apply with respect to Taxes other than any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such Taxes that represent losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interestsetc. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by arising from any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, non-Tax claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.

Indemnity. Whether (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby are Transactions shall be consummated, the Obligors shall indemnify Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each Agent-Related PersonAgents and Lenders, and the Arranger, each Bank and their respective affiliatesOfficers, directors, officerstrustees, employees employees, agents, advisors and agents Affiliates of Agents and Lenders (collectively, collectively called the “Indemnified PartiesIndemnitees”) ), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee or its related parties as determined by a final judgment of a court of competent jurisdiction. (b) As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, claims, damages (other than consequential or exemplary including natural resource damages), liabilities penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counselcounsel for Indemnitees in connection with any investigative, amounts paid administrative or judicial Proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in settlement enforcing this indemnity), whether direct, indirect or consequential and court costswhether 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 the other Loan Documents or the Transactions (collectivelyincluding Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of a claim any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by a third party any Lender to Company with respect thereto or asserted by a third party against (iii) any such Indemnified Party, in each case, in connection with Environmental Claim or arising out of or in any way Hazardous Materials Activity relating to or resulting from arising from, directly or indirectly, any transaction past or proposed transaction (whether present activity, operation, land ownership, or not consummated) contemplated to be financed with the proceeds practice of Company or any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseits Subsidiaries; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to such Environmental Claim or Hazardous Materials Activity arises solely from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of Indemnitee as either determined in by a final, nonappealable final judgment by of a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementjurisdiction.

Indemnity. Whether or not Effective as of the transactions contemplated hereby are consummatedBorrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 24, the Obligors Borrower shall indemnify defend, indemnify, pay and hold harmless each Agent-Related Personharmless, the Arranger, each Bank Lender and its affiliates and their past, present and future respective affiliatesdirectors, directorsmanagers, shareholders, members, officers, employees employees, counsel, accountants, investors, financial advisors, agents, consultants and agents other advisors (collectivelyeach, the an “Indemnified PartiesIndemnitee”) ), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and disbursements of counselcounsel for Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in settlement enforcing this indemnity), whether direct, indirect or consequential and court costs) (collectivelywhether based on any federal, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of this Secured Note or in any way relating the transactions contemplated hereby (including the Lender’s agreement to make a loan or resulting from any transaction the use or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds thereof, or any enforcement of any Loan or other financial accommodation contemplated herebythis Secured Note), and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingIN ALL CASES, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such lossesWHETHER OR NOT CAUSED BY OR ARISING, claimsIN WHOLE OR IN PART, damagesOUT OF THE COMPARATIVE, liabilities or expenses may ariseCONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, however, provided that the Obligors Borrower shall not be required have no obligation to reimburse any Indemnitee hereunder with respect to the expenses of more than one counsel for all Indemnified Parties except foregoing to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of that Indemnitee as either determined in by a final, nonappealable judgment by non-appealable order of a court of competent jurisdiction jurisdiction. Notwithstanding any contrary provision in this Secured Note, the obligation of the Borrower with respect to each indemnity given by them in this Secured Note shall survive the Maturity Date, the payment in full of the Obligations, or otherwise agreed conversion to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one handCommon Stock, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementSecured Note.

Indemnity. Whether Employee warrants and represents that Employee has not knowingly and intentionally violated, is not knowingly and intentionally violating, and will not knowingly and intentionally violate any of the terms or conditions of any prior employment agreement, restrictive covenant, or other similar agreement entered into by Employee while in the employment of any other company; that Employee has not knowingly and intentionally given and will not knowingly and intentionally give to the transactions Company at any time any customer list, trade secret, or any other item of confidential information, obtained or received while in the employment of any other company in violation of any employment agreement, restrictive covenant or similar agreement entered into while in the employment of any other company; that, to the best of Employee’s knowledge. Employee’s employment with the Company as contemplated and provided for hereby are consummated, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against is not materially restricted or materially limited in any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred way by any such Indemnified Party as a result employment agreement or restrictive covenant or by operation of any state, federal or local regulation, statute or other law of any kind, name or nature, including but not limited to trade secret laws and immigration laws; and that Employee is in all respects duly qualified and eligible to work for the Company. In the event of a claim by a third party final legal adjudication (after exhausting any right of appeal) of Employee’s material violation of one or asserted by a third party against any such Indemnified Partymore of the warranties or representations set forth above in this section, in each caseEmployee agrees to indemnify the Company for all damages, costs and expenses, including reasonable attorney fees, which the Company may have to pay in connection with a legal or administrative action against the Company or EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT 9 Employee arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arisethere from; provided, however, that in the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, event any damages, costs and expenses are incurred by the Company for which Employee is otherwise obligated to indemnify the Company are covered under any Indemnified Party arising out insurance policy or policies of or relating the Company, then the Company shall be obligated to such Indemnified Party’s own gross negligence or willful misconduct exhaust all available insurance as either determined in a final, nonappealable judgment by a court condition to the exercise of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party its right of indemnification hereunder (and the Obligors. If for any reason the Company waives all rights of subrogation in connection therewith) and Employee’s indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and obligation hereunder shall be reduced in proportion to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion insurance. Company warrants and represents it has no knowledge as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on date hereof that Employee is or may become in violation of any of the one hand, warranties and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementrepresentations made by him above.

Indemnity. Whether Each of the Persons comprising Tenant shall jointly and severally indemnify, defend, protect, save, hold harmless, and reimburse Landlord or not the transactions contemplated hereby are consummatedany Affiliate of Landlord for, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable actual out-of-pocket expenses costs, losses (including, without limitationlosses of use or economic benefit or diminution in value), reasonable fees liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and disbursements of counsel, amounts paid in settlement and court costs) expenses (collectively, the “Indemnified LiabilitiesEnvironmental Costs”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated arising out of third-party claims and regardless of whether liability without fault is imposed, or sought to be financed with the proceeds of any Loan or other financial accommodation contemplated herebyimposed, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses on Landlord) incurred in connection with with, arising out of, resulting from or incident to, directly or indirectly, in each case before or during (but not if first occurring after) the Term (i) the production, use, generation, storage, treatment, transporting, disposal, discharge, Release or other handling or disposition of any Hazardous Substances from, in, on or under the Leased Property or any portion thereof (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property, (ii) the presence of any Hazardous Substances in, on or under the Leased Property and (iii) the violation of any Environmental Law. “Environmental Costs” include interest, costs of response, removal, remedial action, containment, cleanup, investigation, design, engineering and construction, damages (including actual and consequential damages) for personal injuries and for injury to, destruction of or loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, reasonable attorney’s fees, reasonable expert fees, reasonable consultation fees, and court costs, and all amounts paid in investigating, defending or participating in settling any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other handforegoing, as the case may be, as well as any other relevant equitable considerationsapplicable. This Section 12.5 Tenant’s indemnity hereunder shall survive the termination of this AgreementLease, but in no event shall Tenant’s indemnity apply to Environmental Costs incurred in connection with, arising out of, resulting from or incident to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease. Without limiting the scope or generality of the foregoing, Tenant expressly agrees that, in the event of a breach by Tenant in its obligations under Sections 32.1 through 32.3 that is not cured within any applicable cure period, Tenant shall reimburse Landlord for any and all reasonable costs and expenses incurred by Landlord in connection with, arising out of, resulting from or incident to (directly or indirectly, before or during (but not if first occurring after) the Term) the following: (a) investigating any and all matters relating to the Handling of any Hazardous Substances, in, on, from or under the Leased Property or any portion thereof; (b) bringing the Leased Property into compliance with all Legal Requirements, and (c) removing, treating, storing, transporting, cleaning-up and/or disposing of any Hazardous Substances used, stored, generated, released or disposed of in, on, from, under or about the Leased Property or off-site other than in the ordinary course of the business conducted at the Leased Property and in compliance with applicable Legal Requirements. If any claim is made by Landlord for reimbursement for Environmental Costs incurred by it hereunder, Tenant agrees to pay such claim promptly, and in any event to pay such claim within sixty (60) calendar days after receipt by Tenant of written notice thereof and any amount not so paid within such sixty (60) calendar day period shall bear interest at the Overdue Rate from the date due to the date paid in full.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall You agree (a) to indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Lenders and their respective affiliatesaffiliates and their respective officers, directors, officersemployees, employees advisors, and agents (collectivelyeach, the an “Indemnified Partiesindemnified person”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket related expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) to which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any way related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or resulting from whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated herebyperson, and the Obligors hereby agree to reimburse each such Indemnified Party indemnified person upon demand for any Attorneys’ Costs legal or other out-of-pocket expenses incurred in connection with investigatinginvestigating or defending any of the foregoing, defending or participating in provided that the foregoing indemnity will not, as to any action or proceeding (whether or not such Indemnified Party is a party indemnified person, apply to such action or proceeding) out of which any such losses, claims, damages, liabilities or related expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred they are found by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable non-appealable judgment by of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise agreed to in writing by such Indemnified Party and via the Obligors. If internet, or for any reason special, indirect, consequential or punitive damages in connection with the indemnification provided for herein is unavailable Facility or in connection with its activities related to any Indemnified Party or insufficient to hold it harmless as the Facility, and you agree, to the extent contemplated herebypermitted by applicable law, then the Obligors hereby agree to contribute not assert any claims against any indemnified person with respect to the amount paid foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or payable delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Party as a result indemnified person unless (a) such settlement includes an unconditional release of such lossindemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, claimor any admission of, damagefault, liability culpability or expense in such proportion as is appropriate a failure to reflect act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the relative benefits received by preceding sentence may cause irreparable harm to the Obligors, on the one hand, Lenders and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementindemnified persons.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors (a) The Borrower shall indemnify each Credit Party, each of the Joint Bookrunners and Joint Lead Arrangers named on the cover page hereof, and each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless each Agent-Related Personfrom, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and related expenses, including the reasonable out-of-pocket expenses (includingfees, without limitation, reasonable fees charges and disbursements of counselany counsel for any Indemnified Person, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by or asserted against any such Indemnified Party Person arising out of, in connection with, or as a result of a claim (1) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by a third party the parties to the Loan Documents of their respective obligations thereunder or asserted the consummation of the transactions contemplated hereby or any other transactions contemplated thereby, (1) any Loan or Letter of Credit or the use of the proceeds thereof, (1) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a third party against the Borrower or any such Indemnified Partyof the Subsidiaries, in each case, in connection with or arising out of or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (1) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or resulting from any transaction or proposed transaction (other theory and regardless of whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Person is a party thereto, provided that such indemnity shall not, as to such action or proceeding) out of which any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses may arise; providedare 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, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no liability under clause (i) of this Section 11.10 to the contrary, the Obligors shall not be liable indemnify or responsible hold harmless any Indemnified Person for any losses, claims, damages, costs liabilities and related expenses incurred by any Indemnified Party arising out of or relating to income or withholding taxes or any tax in lieu of such Indemnified Party’s own gross negligence taxes. (b) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, each 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 willful misconduct as either determined in a finalif no Commitments then exist, nonappealable judgment by a court of competent jurisdiction its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise agreed to in writing by such Indemnified Party and no longer exist, the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and percentage equal to the extent contemplated herebyfraction, then (A) the Obligors hereby agree to contribute to numerator of which is the amount paid or payable by such Indemnified Party as a result sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or expense related expense, as applicable, was incurred by or asserted against the Administrative Agent in such proportion its capacity as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault such. (c) The obligations of the Obligors, on Borrower and the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Lenders under this Section 12.5 11.10 shall survive the termination of this Agreementthe Commitments and the payment of the Loans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. Whether or not the transactions contemplated hereby are consummated(a) Seller's Indemnification to Purchase. Subject to Section 6.01(b) ------------------------------------ and (d) hereof, the Obligors shall indemnify Seller and Corporation to be Sold agree to indemnity and hold Purchaser and Purchaser's officers and directors ("Purchaser Indemnitees") harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all actual damages, losses, liabilities (joint or several), payments, obligations, penalties, claims, damages (other than consequential litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, including without limitation, reasonable fees fees, disbursements and disbursements expenses of counselattorneys, amounts paid in settlement accountants and court costsother professional advisors and of expert witnesses and costs of investigation and preparation) of any kind or nature whatsoever (collectivelycollectively "Damages"), the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Partyresulting from, in each case, in connection with relating to or arising out of. (1) any breach of or inaccuracy in any representation or warranty of Seller contained in Section 2.01 of this Agreement or a representation or warranty contained in any Operative Document; (2) any breach or non-performance, partial or total, by either Seller or Corporation to be Sold of any covenant or agreement of Seller (or any affiliate or subsidiary thereof) contained in this Agreement or in any way relating to Operative Document; (3) any actual violation of or resulting non-compliance with, or remedial obligation arising under, any Environmental Laws arising from any transaction event, condition, circumstance, activity, practice, incident, action or proposed transaction (whether plan existing or not consummated) contemplated occurring prior to the Effective Time of Closing relating in any way to the assets or the business of Corporation to be financed with Sold (including without limitation the proceeds ownership, operation or use of the Assets and the conduct of the business of Corporation to be Sold prior to the Effective Time of Closing; the products manufactured or sold by Corporation to be Sold prior to the Effective Time of Closing; the presence of any Loan Materials of Environmental Concern other than in compliance with Environmental Laws on, in, under or affecting all or any portion of Corporation to be Sold's properties or any surrounding areas, and any Release or threatened Release with respect to such underground storage tanks or Materials of Environmental Concern; and the storage, disposal or treatment, or transportation for storage, disposal or treatment, of Materials of Environmental Concern; but excluding any violation of or non-compliance with, or remedial --------- obligation arising under, any Environmental Laws that is attributable to a change by Purchaser in the structure, use or condition of any of the Assets after the Effective Time of Closing). "Materials of Environmental Concern" as used herein means any solid or hazardous waste, hazardous substance, pollutant, contaminant, oil, petroleum product, commercial product or other financial accommodation contemplated herebysubstance (x) which is listed, regulated or designated as toxic or hazardous (or words of similar meaning and the Obligors hereby agree regulatory effect), or with respect to reimburse each such Indemnified Party for which remedial obligations may be imposed, under any Attorneys’ Costs Environmental Laws or other out-of-pocket expenses incurred in connection with investigating, defending (y) exposure to which may pose a health or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.safety hazard;

Indemnity. Whether or not the transactions contemplated hereby are consummatedEach Pledgor jointly and severally agrees (i) to indemnify, the Obligors shall indemnify reimburse and hold harmless each Agent-Related Person, the ArrangerPledgee in such capacity, each Bank other Secured Creditor and their respective successors, assigns, employees, affiliates, directorsagents and servants (hereinafter in this Section 11 referred to individually an “Indemnitee,” and, officers, employees and agents (collectively, collectively the “Indemnified PartiesIndemnitees”) from and against any and all lossesliabilities, obligations, damages, injuries, penalties, claims, damages demands, actions, suits, judgments and losses of whatsoever kind or nature, and (other than consequential or exemplary damages)ii) to reimburse each Indemnitee for any and all costs, liabilities expenses and disbursements, including reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and expenses, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments, losses, expenses, costs or disbursements of counsel, amounts paid in settlement and court costs) (collectively, to the “Indemnified Liabilities”) which may be extent incurred by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)); provided that the indemnity described above shall not apply to any such Indemnified Party liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements incurred by, imposed on or assessed as a result of a claim by a third party or asserted by a third party against any such Indemnified Partyof, in each case, in connection with or arising out of of, or in any way relating to related to, or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds by reason of any Loan litigation, proceeding or other financial accommodation contemplated herebyaction solely between or among the Lenders (excluding, however, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (all of which shall be covered by such indemnity) (x) incurred by, imposed on or assessed against the Obligors hereby agree Administrative Agent, the Pledgee or any of their respective officers, directors, employees, affiliates, representatives or agents acting in their capacity as agent, collateral agent or arranger or (y) incurred by, imposed on or assessed against any Secured Creditor or any of its officers, directors, employees, affiliates, representatives or agents as a result of, or arising out of, or in any way related to, or by reason of any such litigation, proceeding or action to reimburse each which any Secured Creditor (or any of its respective officers, directors, employees, affiliates, representatives or agents) is a party in its capacity as such Indemnified Party for any Attorneys’ Costs to the extent (and only to the extent) that such litigation, proceeding or other out-of-pocket expenses incurred in connection with investigatingaction relates to, defending or participating in arises from, any action or proceeding (whether omission by Silgan or not such Indemnified Party is a party to such action or proceeding) out any of which any such lossesits Subsidiaries). In no event shall the Pledgee be liable, claims, damages, liabilities or expenses may arise; provided, however, that except in the Obligors shall not be required to reimburse the expenses case of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s its own gross negligence or willful misconduct (as either determined in a final, nonappealable judgment by a court of competent jurisdiction in a final and non-appealable decision), for any matter or otherwise agreed thing in connection with this Agreement other than to account for monies actually received by it in writing by such Indemnified Party and accordance with the Obligorsterms hereof. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated herebythat the obligations of any Pledgor under this Section 11 are unenforceable for any reason, then such Pledgor hereby agrees to make the Obligors hereby agree to contribute maximum contribution to the amount paid or payable by such Indemnified Party as a result payment and satisfaction of such lossobligations which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Agreement, claim, damage, CanCo shall not be jointly and severally liable with the other Pledgors for any indemnity obligations under this Section 11 to the extent such joint and several liability or expense in such proportion as is appropriate to reflect the relative benefits received prohibited by the Obligorsapplicable CanCo Restrictions then in effect, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 although CanCo shall survive the termination of this Agreementremain obligated for indemnity obligations with respect to its own actions.

Indemnity. Whether or not Effective as of the transactions contemplated hereby are consummatedBorrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 23, the Obligors Borrower shall indemnify defend, indemnify, pay and hold harmless each Agent-Related Personharmless, the Arranger, each Bank Lender and its affiliates and their past, present and future respective affiliatesdirectors, directorsmanagers, shareholders, members, officers, employees employees, counsel, accountants, investors, financial advisors, agents, consultants and agents other advisors (collectivelyeach, the an “Indemnified PartiesIndemnitee”) ), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and disbursements of counselcounsel for Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in settlement enforcing this indemnity), whether direct, indirect or consequential and court costs) (collectivelywhether based on any federal, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of this Secured Note or in any way relating the transactions contemplated hereby (including the Lender’s agreement to make a loan or resulting from any transaction the use or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds thereof, or any enforcement of any Loan or other financial accommodation contemplated herebythis Secured Note), and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingIN ALL CASES, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such lossesWHETHER OR NOT CAUSED BY OR ARISING, claimsIN WHOLE OR IN PART, damagesOUT OF THE COMPARATIVE, liabilities or expenses may ariseCONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, however, provided that the Obligors Borrower shall not be required have no obligation to reimburse any Indemnitee hereunder with respect to the expenses of more than one counsel for all Indemnified Parties except foregoing to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of that Indemnitee as either determined in by a final, nonappealable judgment by non-appealable order of a court of competent jurisdiction jurisdiction. Notwithstanding any contrary provision in this Secured Note, the obligation of the Borrower with respect to each indemnity given by them in this Secured Note shall survive the Maturity Date, the payment in full of the Obligations, or otherwise agreed conversion to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one handCommon Stock, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementSecured Note.

Indemnity. Whether or not Seller hereby agrees to indemnify Buyer, Buyer’s designee that is holding a Purchased Asset File on behalf of and at the transactions contemplated hereby are consummateddirection of Buyer, the Obligors shall indemnify Buyer’s Affiliates and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliatesof its officers, directors, officers, and employees and agents (collectively, the “Indemnified Parties”) from and against any and all actual out-of-pocket liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, fees, costs, expenses (other than consequential including attorneys’ fees and disbursements) or exemplary 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, fees, costs, expenses or disbursements resulting from the gross negligence, bad faith 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, bad faith 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 reasonable attorneys’ fees of outside counsel), liabilities loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 26 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, amounts paid in settlement and court costs) (collectively, . Seller hereby acknowledges that the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result obligation of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Seller hereunder is a party to such action or proceeding) out recourse obligation of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs Seller and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 this Article 25 shall survive the termination of this AgreementAgreement and the Transactions contemplated hereby. This Article 25 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages etc., arising from any non-Tax claim.

Indemnity. Whether The Borrower agrees to indemnify and hold each Lender and the Administrative Agent harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or not 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 any of the transactions contemplated hereby are consummatedby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Obligors shall other Loan Documents and any such other documents with respect to the Borrower, and to indemnify and hold harmless each Agent-Related Person, Lender and the Arranger, each Bank Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and agents (collectivelythe Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages (other than consequential or exemplary damages), liabilities and penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including, without limitation, including but not limited to reasonable attorney’s fees and disbursements of counsel, amounts paid in settlement and court costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this Section 9.5 (c), collectively, the “Indemnified Liabilitiesindemnified liabilities”) which may be incurred by ), provided, that the Borrower shall have no obligation hereunder to any such Indemnified Party as a result of a claim by a third party or asserted by a third party against with respect to indemnified liabilities arising from (A) with respect to any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of such Indemnified Party as either finally determined in a final, nonappealable judgment by a court of competent jurisdiction jurisdiction, (B) disputes arising between or otherwise agreed to in writing by such Indemnified Party among the Lenders and the Obligors. If for any reason the indemnification provided for herein is unavailable Administrative Agent, or (C) with respect to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault failure of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as Party (and its Affiliates) to comply with any other relevant equitable considerations. This Section 12.5 shall survive the termination Requirement of this AgreementLaw.

Indemnity. Whether or not the transactions contemplated hereby are shall be consummated, the Obligors Borrower shall indemnify pay, indemnify, and hold harmless each Lender, each Issuing Lender, the Swingline Lender, the Agent-Related Person, the Arranger, the Syndication Agent and each Bank and of their respective affiliatesofficers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact (collectivelyeach, the “an "Indemnified Parties”Person") harmless from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses or disbursements (other than consequential including Attorney Costs) of any kind or exemplary damages)nature whatsoever with respect to (a) any investigation, liabilities litigation -121- or proceeding (including any Insolvency Proceeding) related to this Agreement or the Loan Documents or the Loans or the Letters of Credit, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto and reasonable out-of-pocket expenses (includingb) the actual or alleged presence of Hazardous Materials in the air, without limitationsurface water or groundwater or on the surface or subsurface of any property owned, reasonable fees leased or at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location by Holdings or any of its Subsidiaries, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the noncompliance of any property owned, leased or operated by Holdings or any of its Subsidiaries with Environmental Laws (including applicable permits thereunder) applicable to any such property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any property owned, leased or at any time operated by Holdings or any of its Subsidiaries (all the foregoing described in (a) and disbursements of counsel(b) above, amounts paid in settlement and court costs) (collectively, the “"Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise"); provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no obligation hereunder to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party Person with respect to Indemnified Liabilities arising out of or relating to such Indemnified Party’s own from the gross negligence or willful misconduct of such Indemnified Person as either the same is determined in by a final, nonappealable final judgment by of a court of competent jurisdiction or otherwise agreed to jurisdiction. The obligations in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This this Section 12.5 12.05 shall survive the termination payment of this Agreementall other Obligations.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall Borrower agrees to indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Banks and their respective affiliates, directors, officers, employees employees, agents, attorneys and agents representatives (singularly, an "Indemnified Party", and collectively, the “"Indemnified Parties”") from and against any loss, cost, liability, damage or expense (including the reasonable fees and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (includingof counsel to the Banks, without limitation, reasonable fees and disbursements of including all local counsel hired by such counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”"Claim") which may be incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any such Indemnified Party as a result other action in respect of a claim by a third party any commenced or asserted by a third party against threatened litigation, administrative proceeding or investigation under any such Indemnified Partyfederal securities law, in each casefederal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of Borrower to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Revolving Loans and the payment of all indebtedness of Borrower to the Banks hereunder and under the Notes, provided that Borrower shall have no obligation under this Section to the Bank with respect to any of the foregoing arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined of any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrower of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, at Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. Borrower may at its own expense also participate in a final, nonappealable judgment by a court the defense of competent jurisdiction or otherwise agreed any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to in writing by the extent such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable believes it reasonably prudent to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and protect such Indemnified Party, . The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, Agent as well as from the consequences of its own ordinary negligence, whether or not that negligence is the sole, contributing, or concurring cause of any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementClaim.

Indemnity. Whether Lessee hereby agrees, whether or not any of the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify to pay, assume liability for and hold indemnify, protect, defend, save and keep harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) Party from and against against, on a net after-tax basis as provided in Section 7(b)(iii), any and all liabilities, obligations, losses, damages, settlements, claims, damages actions, suits, penalties, costs, expenses and disbursements (including but not limited to reasonable legal and investigative fees and expenses and Transaction Costs to the extent not required to be paid by Owner Participant pursuant to Section 16 hereof, and all costs and expenses relating to amendments, supplements, waivers and consents to and under the Operative Agreements, but excluding internal overhead costs and expenses such as salaries) of whatsoever kind and nature, including but not limited to negligence, liability of an owner, strict or absolute liability, liability without fault and liability in tort (any of the foregoing being called a "Loss") which may from time to time be imposed on, incurred by or asserted against any Indemnified Party or the Aircraft, Airframe, any Engine or any Part or any portion of the Trust Estate or the Trust Indenture Estate (whether or not any such Loss is also indemnified or insured against by any other than consequential Person or exemplary damages)such Indemnified Party has also indemnified any other Person against such Loss) in any way relating to or arising out of (a) any Operative Agreement, liabilities and reasonable out-of-pocket expenses the enforcement thereof or any of the transactions contemplated thereby (including, without limitation, reasonable fees the performance or observance of all obligations and disbursements conditions of counselLessee thereunder, amounts paid or the falsity of any representations or warranties of Lessee therein or thereunder or in settlement and court costsany document or certificate delivered pursuant thereto), (b) the purchase, acceptance or rejection of the Aircraft, (collectivelyc) the Aircraft, the “Indemnified Liabilities”Airframe, any Engine, any engine or any Part, any data or any other thing delivered or to be delivered under an Operative Agreement, including without limitation, the ownership, financing, refinancing, delivery, nondelivery, lease, sublease, assignment, registration, reregistration, deregistration, possession, use, non- use, presence, operation, condition, storage, preparation, installation, testing, manufacture, design, fitness for use, merchantability, modification, replacement, substitution, alteration, maintenance, repair, re-lease, sale, return, transportation, transfer, abandonment or other disposition thereof or any portion thereof (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement, or arising under environmental control, noise or pollution laws or regulations, and loss of or damage to any property or the environment or death or injury to any person), or (d) which may be incurred by the offer, sale or delivery of the Certificates, whether before or after the Delivery Date (the indemnity in this clause (d) to extend also to any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Person who controls an Indemnified Party, in each caseits successors, in connection with or arising out assigns, employees, servants and agents within the meaning of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Section 15 of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementSecurities Act).

Indemnity. Whether In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Borrower agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless each Agent-Related PersonAdministrative 128 Agent and Lenders, and the Arranger, each Bank and their respective affiliatesofficers, directors, officersemployees, employees counsel, agents, representatives, advisors and agents affiliates of Administrative Agent and Lenders (collectivelycollectively called the "INDEMNITEES"), the “Indemnified Parties”) from and against any and all Indemnified Liabilities (as hereinafter defined); PROVIDED that Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and all liabilities, obligations, losses, claims, damages (other than consequential or exemplary including natural resource damages), liabilities penalties, actions, judgments, suits, claims (including Environmental Claims and reasonable out-of-pocket the Released Matters), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements o▇ ▇▇▇ kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counselcounsel for Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in settlement enforcing this indemnity), whether direct, indirect or consequential and court costs) whether based on any federal, state or foreign laws, statutes, rules or regulations (collectivelyincluding securities and commercial laws, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the Transactions or the transactions contemplated hereby or thereby (including Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty), (ii) the statements contained in the commitment letter delivered by any way Lender to Borrower or Administrative Agent with respect thereto, (iii) any Environmental Claim or any Hazardous Materials Activity relating to or resulting from arising from, directly or indirectly, any transaction past or proposed transaction (whether present activity, operation, land ownership, or not consummated) contemplated to be financed with the proceeds practice of Borrower or any Loan or other financial accommodation contemplated herebyof its Subsidiaries, and (iv) Administrative Agent's acceptance of an assignment of the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to Existing Florida Mortgage. To the extent that different Indemnified Parties the undertakings to defend, indemnify, pay and hold harmless set forth in this subsection 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower shall have conflicting interests. Notwithstanding anything herein contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs payment and expenses satisfaction of all Indemnified Liabilities incurred by Indemnitees or any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether or not the transactions contemplated Licensee hereby are consummatedagrees to indemnify, the Obligors shall indemnify defend (by counsel reasonably acceptable to TSRI) and hold harmless each Agent-Related PersonTSRI and any parent, the Arranger, each Bank subsidiary or other affiliated entity of TSRI and their respective affiliatestrustees, directors, officers, employees employees, scientists, agents, students, successors, assigns and agents other representatives (collectively, the “Indemnified PartiesIndemnitees”) from and against all damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any and all lossesthird party claim, claimssuit or action asserted against any of the Indemnitees, damages whether or not a lawsuit or other proceeding is filed (other than consequential or exemplary damagescollectively “Claims”), liabilities that arise out of or relate to (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the use of Licensed Products, (b) alleged defects or other problems with any of the Licensed Products manufactured, sold, distributed or rendered by or on behalf of Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto, (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees, (d) the negligent or willful acts or omissions of Licensee or any of its Sublicensees, (e) any allegations that the [***] Certain information in this document has been omitted and reasonable out-of-pocket expenses (includingfiled separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Licensed Products developed, without limitationmanufactured, reasonable fees and disbursements sold, distributed or rendered by or on behalf of counselLicensee or any Sublicensee and/or any trademarks, amounts paid in settlement and court costs) (collectivelyservice marks, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party logos, symbols, slogans or asserted by a third party against any such Indemnified Party, in each case, other materials used in connection with or arising out to market Licensed Products violate or infringe upon the trademarks, service marks, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or in defamation, or any way relating to other intellectual or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds industrial property right of any Loan third party, (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, and/or (g) the labeling, packaging or patent marking of any Licensed Product or containers thereof by or on behalf of Licensee or any Sublicensee. Licensee shall not enter into any settlement, stipulated judgment or other financial accommodation contemplated herebyarrangement with respect to such Claims that [***], without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right, but not the obligation, to defend themselves, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingthat case, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations[***]. This Section 12.5 indemnity shall survive the termination [***] of this AgreementLicensee to Indemnitees.

Indemnity. Whether or not In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, the Obligors shall indemnify each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each the Agent-Related Person, Persons and the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents Lender-Related Persons (collectively, the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, damages (other than consequential costs, expenses, and disbursements of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for such Indemnitees in connection with any investigation, amounts paid administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or any other Person), in settlement any manner relating to or arising out of this Agreement or the other Loan Documents, the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, 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 a Borrower to Agent and court costs) its counsel (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties no Borrower shall have conflicting interests. Notwithstanding anything herein any obligation hereunder with respect to Indemnified Liabilities arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of any such Indemnitee as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligorsa final judgment. If for any reason investigative, judicial, or administrative proceeding arising from any of the indemnification provided for herein foregoing is unavailable brought against any Indemnitee indemnified or intended to any Indemnified Party be indemnified pursuant to this Section 8.2 the Borrowers will resist and defend such action, suit, or insufficient proceeding or cause the same to hold it harmless as be resisted and defended by counsel designated by Borrowers (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent contemplated herebythat the undertaking to indemnify, then pay, and hold harmless set forth in the Obligors hereby agree to contribute preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall make the maximum contribution to the amount paid or payable by such Indemnified Party as a result payment and satisfaction of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault each of the Obligors, on Indemnified Liabilities that is permissible under applicable law. The obligations of the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Borrowers under this Section 12.5 8.2 shall survive the termination of this AgreementAgreement and the discharge of the Borrowers’ other obligations hereunder.

Indemnity. Whether or not (a) From and after the transactions contemplated hereby are consummatedClosing, the Obligors shall Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates and each Agent-Related Person, the Arranger, each Bank and of their respective affiliatesofficers, directors, officerspartners, employees members, managers and agents (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) ), to the fullest extent lawful, from and against any and all lossesactions, suits, claims, damages (other than consequential or exemplary proceedings, costs, losses, liabilities, damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable including attorneys’ fees and disbursements of counseldisbursements), amounts paid in settlement and court costs) other costs (collectively, “Losses”) arising out of or resulting from (i) any inaccuracy in or breach of the representations or warranties made by the Seller in Article 2 of this Agreement or in any certificate delivered by or on behalf of the Seller pursuant to this Agreement, or (ii) any breach of agreements or covenants made by the Seller in this Agreement. (b) From and after the Closing, the Seller agrees to indemnify and hold harmless the Indemnified Parties for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the receipt of the Sale Shares by the Purchaser pursuant to this Agreement (the “Indemnified Tax Liabilities”) which may be and (ii) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liabilities for PRC Taxes suffered by any such of the Indemnified Party Parties as a result of a claim by a third party or asserted by a third party against the payments described in clause (i) above, including without limitation, any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party liability for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementwithholding Taxes.

Indemnity. Whether To the fullest extent permitted by law, Tenant shall, at Tenant’s sole cost and expense, Indemnify Landlord Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or not Property Damage whatsoever occurring in or at the transactions contemplated hereby are consummatedPremises; (ii) any Bodily Injury to an employee of a Tenant Party arising out of and in the course of employment of the employee and occurring anywhere in the Development; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the Obligors shall indemnify Premises or of any business therein; (iv) subject to the waiver of subrogation provisions of this Lease, any act, error, omission or negligence of any of the Tenant Parties in, on or about the Premises or the Development; (v) the conduct of Tenant’s business; (vi) any alterations, activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or about the Premises or Development, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease including Hazardous Materials Laws (defined below); (vii) any breach or default by Tenant in the full and hold harmless each Agent-Related Personprompt payment of any amount due under this Lease, the Arrangerany breach, each Bank and their respective affiliatesviolation or nonperformance of any term, directorscondition, officerscovenant or other obligation of Tenant under this Lease, employees and agents or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease; (collectively, the “Indemnified Parties”viii) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred sustained by any such Indemnified Party Landlord as a result of any holdover by Tenant or any Tenant Party in the Premises including, but not limited to, any claims by another tenant resulting from a claim delay by a third party Landlord in delivering possession of the Premises to such tenant; (ix) any liens or asserted by a third party against any such Indemnified Party, in each case, in connection with or encumbrances arising out of any work performed or in any way relating to materials furnished by or resulting from any transaction or proposed transaction for Tenant; (whether or not consummatedx) contemplated to be financed with the proceeds of any Loan commissions or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs compensation or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred charges claimed by any Indemnified real estate broker or agent with respect to this Lease by, through or, under Tenant or, (xi) any matter enumerated in Paragraph 13(b) below. To the fullest extent permitted by law, Landlord shall, at Landlord’s sole cost and expense, Indemnify Tenant Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the remainder of the Development other than the Premises; (ii) any Bodily Injury to an employee of a Landlord Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined and in a final, nonappealable judgment by a court the course of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault employment of the Obligorsemployee and occurring anywhere in the Development outside the Premises; (iii) any breach, on the one handviolation or nonperformance of any term, and such Indemnified Partycondition, on the covenant or other handobligation of Landlord under this Lease; (iv) any liens or encumbrances arising out of any work performed or materials furnished by or for Landlord; or (v) commissions or other compensation or charges claimed by any real estate broker or agent with respect to this Lease by, as the case may bethrough or, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementunder Landlord.

Indemnity. Whether 7.1 The Company undertakes to the Subscriber and each of its respective agents, subsidiaries, affiliates or not the transactions contemplated hereby are consummatedassociated companies, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectivelyincluding, but not limited to, the “Indemnified Parties”) from directors, officers, employees and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, controlling persons within the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault meaning of the Obligors, on the one hand, and such Indemnified Party, on the other handSecurities Act, as the case may be, as well as of the Subscriber and each of its respective affiliates within the meaning of the Securities Act or the Exchange Act (and shall include the partners of any such affiliates) (the “Indemnified Parties”) for themselves and on trust for each of the other relevant equitable considerations. This Section 12.5 shall survive Indemnified Parties, to indemnify, hold harmless and keep fully indemnified, on demand, each of the termination Indemnified Parties (on an after-Taxation basis) against all or any costs, expenses (including legal fees), fees, claims, claims, actions, liabilities, demands, proceedings or judgments (including, but not limited to, all such losses, costs, fees, charges or expenses suffered or incurred in disputing or defending any claims, actions, liabilities, demands, proceedings or judgments (the “Proceedings”) and/or in establishing its rights to be indemnified pursuant to this Clause 7 and/or in seeking advice in relation to any Proceedings brought or established or threatened to be brought or established against any of the Indemnified Parties or by any governmental agency, regulatory body or other person (the “Losses”) directly or indirectly arising out of or in connection with or based on any breach or alleged breach of any of the representations, warranties and undertakings contained in this Agreement. 7.2 The indemnities contained in Clause 7.1 shall remain in full force and effect notwithstanding completion of each of the Subscription in accordance with the terms and conditions herein contained, shall be in addition to any liability which the Company may have and shall extend to include all costs, charges and expenses which the Subscriber and/or any of the Indemnified Parties may reasonably incur or pay in disputing, settling or compromising any matter to which the indemnity might relate and in establishing the right to indemnification pursuant to this Clause 7 in respect of any matter. The Company shall not, without the prior written consent of the Subscriber, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. 7.3 If the Subscriber becomes aware of any claim which is relevant for the purposes of Clause 7.1, it will as soon as reasonably practicable give notice in writing thereof to the Company and will consult with the Company and, subject to being indemnified against any additional or increased expenses it may suffer or incur as a result of so doing, give full consideration to the views of the Company in relation to the manner in which the Subscriber shall conduct such claim. 7.4 The Company shall not, and shall procure that no member of the Group shall, at any time prior to or on the Closing Date do or omit to do anything which would cause any of the representations, warranties and undertakings set out in Clause 6 to be untrue.

Indemnity. Whether (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each Agent-Related Personharmless, the Arranger, each Agent, each Lender and Issuing Bank and their respective affiliatesthe officers, partners, directors, officerstrustees, employees and employees, agents (collectivelyincluding advisors) and Affiliates of Arranger, the each Agent, each Lender and Issuing Bank (each, an “Indemnified PartiesIndemnitee”) ), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, claims, damages (other than consequential or exemplary including natural resource damages), liabilities penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and reasonable out-of-pocket expenses disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counselcounsel for Indemnitees in connection with any investigative, amounts paid administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in settlement enforcing this indemnity), whether direct, indirect or consequential and court costs) whether based on any federal, state or foreign laws, statutes, rules or regulations (collectivelyincluding securities and commercial laws, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of this Agreement or the other Credit Documents the Related Agreements or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)). (b) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (c) To the extent permitted by applicable law, each of Holdings and Company, and its Subsidiaries, shall not assert, and each of Holdings and Company, and its Subsidiaries, hereby waives, any claim against Lenders, Issuing Bank, Agents and Arranger, and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way relating related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or referred to herein, the transactions contemplated hereby, any Loan or resulting from the use of the proceeds thereof or any transaction act or proposed transaction (omission or event occurring in connection therewith, and each of Holdings and Company, and its Subsidiaries, hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, accrued and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party known or suspected to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined exist in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementits favor.

Indemnity. Whether or not the transactions contemplated Seller hereby are consummated, the Obligors shall agrees to indemnify Buyer and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliatesof its officers, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than consequential income or exemplary damagessimilar taxes of Buyer), liabilities fees, costs or expenses (including reasonable attorneys fees and reasonable out-of-pocket expenses disbursements) (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, reasonable fees such time as this Agreement shall no longer be in effect and disbursements the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of counselor in connection with, amounts paid or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in settlement connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and court costs) (collectivelyindemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any Environmental Law, rule or regulation or any consumer credit laws, including without limitation ERISA, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified PartyTruth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (including reasonable attorneys’ fees), actual out-of-pocket loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in any way relating to favor of such account debtor or resulting obligor or its successors from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree Seller. Seller also agrees to reimburse each such Indemnified Party Buyer as and when billed by Buyer for any Attorneys’ Costs or other all Buyer’s actual costs and out-of-pocket expenses incurred in connection with investigatingBuyer’s due diligence reviews with respect to the Purchased Loans (including, defending without limitation, those incurred pursuant to Section 28 hereof) and the enforcement or participating in the preservation of Buyer’s rights under this Agreement or any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of which any such losses, claims, damages, liabilities or expenses may ariseits counsel; provided, howeverthat notwithstanding the foregoing, Seller’s obligation to reimburse Buyer for legal fees incurred by Buyer in connection with each individual Eligible Loan which Seller proposes pursuant to Section 3(a) of this Agreement that the Obligors Buyer approve for inclusion in a proposed Transaction shall not be required to reimburse exceed $7,500 without the expenses prior approval of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interestsSeller. Notwithstanding anything herein to the contrarySeller hereby acknowledges that, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out obligation of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in Seller under this Agreement is a final, nonappealable judgment by a court recourse obligation of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementSeller.

Indemnity. Whether or not the transactions contemplated hereby are consummatedBorrower unconditionally agrees to indemnify, the Obligors shall indemnify defend and hold GC harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all lossesindebtedness, liabilities, obligations, losses and claims, damages (other than consequential of every sort whatsoever, however arising, whether present or exemplary damages)future, liabilities and reasonable out-of-pocket expenses (includingfixed or contingent, without limitationdue or to become due, reasonable fees and disbursements of counselpaid or incurred, amounts paid in settlement and court costs) (collectivelyarising, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingwith, defending or participating in relating to, any LCs, applications for LCs, Guarantees, drafts or acceptances thereunder or LC Collateral (as defined below), including without limitation (i) any and all losses and claims due to any action or proceeding omission by any Bank, any errors or omissions of GC or any Bank, or otherwise, (whether ii) all amounts due or not which may become due under LCs, or any drafts or acceptances thereunder, (iii) all liabilities and obligations under any steamship or airway guarantees or releases or any Guarantees, (iv) all amounts charged or chargeable to Borrower or to GC by any Bank, any other financial institution or any correspondent bank which opens, issues or is involved with the LCs, (v) all other bank charges, and (vi) all fees, commissions, duties, taxes, costs of insurance, and all such Indemnified Party is a party other charges and expenses which may pertain either directly or indirectly to such action any LC, draft, acceptance, or proceeding) out of which Guarantee or to the goods or documents relating thereto (except any such losses, claims, damages, liabilities amounts sustained or expenses may arise; provided, however, that incurred as the Obligors shall not be required to reimburse result of the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of GC or any of its directors, officers, employees, agents, attorneys, or any other person affiliated with or representing GC). Borrower's obligation to indemnify GC under this Agreement and Borrower's other obligations under this Agreement are referred to herein as either determined in a finalthe "LC Obligations" (which shall include, nonappealable judgment by a court without limitation, the aggregate face amounts of competent jurisdiction all LCs and Guarantees). Borrower's LC Obligations shall not be modified or otherwise agreed to in writing by such Indemnified Party and the Obligors. If diminished for any reason or in any manner whatsoever, shall be included in the indemnification provided "Obligations" (as defined in the Loan Agreement), and shall survive termination of the Loan Agreement and any other Loan Document. Without limiting the generality of the foregoing, Borrower agrees that any charges made to GC by any Bank for herein is unavailable Borrower's account or relating to any Indemnified Party or insufficient LC shall be conclusive on Borrower and may be charged to hold it harmless as any of Borrower's Loan accounts with GC. GC shall have the right, at any time and without notice to the extent contemplated herebyBorrower, then the Obligors hereby agree to contribute to charge any of Borrower's Loan accounts with GC with the amount paid or of any and all sums due from Borrower to GC under this Agreement, and the same shall constitute Loans for all purposes of the Loan Documents and shall bear interest at the rate provided in the Loan Agreement. All sums payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense Borrower to GC under this Agreement shall be paid solely in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementUnited States dollars.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors (a) The Borrower shall indemnify each Credit Party and each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless each Agent-Related Personfrom, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and related expenses, including the reasonable out-of-pocket expenses (includingfees, without limitation, reasonable fees charges and disbursements of counselany counsel for any Indemnified Person, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by or asserted against any such Indemnified Party Person arising out of, in connection with, or as a result of a claim (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by a third party the parties to the Loan Documents of their respective obligations thereunder or asserted the consummation of the transactions contemplated hereby or any other transactions contemplated thereby (including the Caremark Merger), (ii) any Loan or Letter of Credit or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a third party against the Borrower or any such Indemnified Partyof the Subsidiaries, in each case, in connection with or arising out of or 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 resulting from any transaction or proposed transaction (other theory and regardless of whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Person is a party thereto, provided that such indemnity shall not, as to such action or proceeding) out of which any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses may arise; providedare 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, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no liability under clause (i) of this Section to the contrary, the Obligors shall not be liable indemnify or responsible hold harmless any Indemnified Person for any losses, claims, damages, costs liabilities and related expenses incurred by any Indemnified Party arising out of or relating to income or withholding taxes or any tax in lieu of such Indemnified Party’s own gross negligence taxes. (b) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, each 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 willful misconduct as either determined in a finalif no Commitments then exist, nonappealable judgment by a court of competent jurisdiction its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise agreed to in writing by such Indemnified Party and no longer exist, the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and percentage equal to the extent contemplated herebyfraction, then (A) the Obligors hereby agree to contribute to numerator of which is the amount paid or payable by such Indemnified Party as a result sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or expense related expense, as applicable, was incurred by or asserted against the Administrative Agent in such proportion its capacity as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault such. (c) The obligations of the Obligors, on Borrower and the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Lenders under this Section 12.5 11.10 shall survive the termination of this Agreementthe Commitments and the payment of the Loans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. Whether In addition to the payment of expenses pursuant to Section 8.05 hereof, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Borrower agrees to indemnify, pay and hold harmless each Agent-Related Person, the Arranger, each Bank Lender and their respective affiliatesthe officers, directors, officersemployees, employees agents, consultants, auditors, affiliates and agents attorneys of the Lender (collectivelycollectively called the "Indemnitees"), the “Indemnified Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any counsel for such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that is imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in any way relating the commitment letters, if any, delivered by the Lender, the Lender's agreement to make the Loans hereunder, the use or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under any of the other Loan Documents, any error, failure or delay in the performance of any of the Lender's obligations under this Agreement caused by natural disaster, fire, war, strike, civil unrest, error or inoperability of communication equipment or lines or any other financial accommodation contemplated herebycircumstances beyond the control of the Lender or actions taken by the Lender which were reasonably believed by the Lender to be taken pursuant to this Agreement including, and but not limited to, actions taken by the Obligors hereby agree Lender to reimburse each such Indemnified Party for amend or cancel any Attorneys’ Costs funds transfer instructions or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether decision by the Lender to effect or not such Indemnified Party is a party to effect the transfer as provided in this Agreement, or any other such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arisetaken by the Lender in good faith pursuant to its responsibilities under this Agreement (the "Indemnified Liabilities"); provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of that or another Indemnitee as either finally determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementjurisdiction.

Indemnity. Whether or not the transactions contemplated hereby are consummateda. Contractor shall indemnify, the Obligors shall indemnify and hold harmless each Agent-Related Personand, the Arrangernot excluding OSU’s right to participate, each Bank defend OSU and their respective affiliates, directors, its officers, employees board members, employees, agents and agents (collectively, the “Indemnified Parties”) other representatives from and against any and all lossesliabilities, claims, damages actions, damages, losses, or expenses, including without limitation reasonable attorneys’ fees and costs, that: (i) are caused or alleged to be caused, in whole or in part, by the negligence, omissions, wrongful acts or willful misconduct of the Contractor or any of its officers, directors, agents, employees, or subcontractors, or (ii) alleging Contractor’s services, information or materials supplied by Contactor to OSU under this Contract, or OSU’s use of any of the foregoing infringes on any patent, copyright, trade secret, trademark, or other than consequential proprietary right of a third party. b. Contractor shall indemnify, hold harmless and, not excluding OSU’s right to participate, defend OSU and its officers, board members, employees, agents and other representatives from and against any and all demands, claims, complaints, losses, damages, actions or exemplary damages)causes of action, liabilities and reasonable out-of-pocket assessments, liabilities, costs or expenses (including, without limitation, interest, penalties and reasonable attorney’s fees and disbursements reasonable expenses of counselinvestigation and remedial work (including investigations and remediation by engineers, amounts paid environmental consultants and similar technical personnel) asserted against or imposed upon or incurred by OSU arising in settlement and court costs) (collectivelyconnection with, or resulting from, any Environmental Law, including but not limited to, any use, generation, storage, spill, release, discharge or disposal of any hazardous substance that is now or comes to be located on, at, about or under the property or because of, or in connection with, the violation of any Environmental Law (hereinafter collectively referred to as “Indemnified Liabilitiesclaims”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received claims are caused by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the ObligorsContractor, on its officers, directors, agents, employees, or subcontractors. As used in this section: (a) “hazardous substances” are those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the one handfollowing substances: gasoline, kerosene, or other petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and such Indemnified Partyradioactive materials; (b) “Environmental Law” means federal, on the other handstate or local laws or regulations, as the case may beincluding common law, that related to health, safety or environmental protection; and (c) “fault” means those nonculpable acts or omissions giving rise to strict liability under any Environmental Law pertaining to hazardous substances, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementculpable conduct (negligence or willful misconduct).

Indemnity. Whether or not In addition to the transactions contemplated hereby are consummatedpayment of costs and expenses pursuant to Section 8.04 hereof and the environmental indemnity pursuant to Section 5.03 hereof, the Obligors shall indemnify Borrower agrees to indemnify, defend and hold harmless each Agent-Related Personthe Lender, the Arrangerand any of its participants, each Bank parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and their respective affiliatesall present and future officers, directors, officers, employees and agents of the foregoing (collectivelythe "Indemnitees"), the “Indemnified Parties”) from and against (i) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of the borrowings hereunder, and (ii) any and all liabilities, losses, damages, penalties, judgments, suits, claims, damages (other than consequential costs and expenses of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any investigative, amounts paid in settlement and court costs) (collectivelyadministrative or judicial proceedings, the “Indemnified Liabilities”) whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of or in any way relating to connection with the making of the borrowings hereunder, this Agreement and all other Loan Documents or resulting from any transaction the use or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such borrowings hereunder (the "Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseLiabilities"); provided, however, that the Obligors Borrower shall not be required to reimburse indemnify the Indemnitees for any liabilities, losses, damages, penalties, judgments, suits, claims, costs or expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred caused by any Indemnified Party arising out of or relating to such Indemnified Party’s own Indemnitees' gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the ObligorsIndemnitees' violation of banking laws. If for any reason investigative, judicial or administrative proceeding arising from any of the indemnification provided for herein foregoing is unavailable brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and reasonably satisfactory to any Indemnified Party the Indemnitee, will resist and defend such action, suit or insufficient to hold it harmless as and proceeding to the extent contemplated herebyand in the manner agreed upon by the Indemnitee and the Borrower, then at the Obligors hereby agree Borrower's sole cost and expense. Each Indemnitee will use its best efforts to contribute cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrower shall nevertheless make the maximum contribution to the amount paid or payable by such Indemnified Party as a result payment and satisfaction of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault each of the Obligors, on Indemnified Liabilities which is permissible under applicable law. The obligation of the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Borrower under this Section 12.5 8.09 shall survive the termination of this Agreement.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against In addition to any and all other indemnity rights to which the Executive may be entitled under the Articles of Incorporation or Bylaws of the Company, or otherwise, the Executive shall be indemnified and held harmless by the Company to the maximum extent permitted by law or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Company to provide broader indemnification rights than permitted prior to the legislation or decision) for any and all such director, losses, claims, damages (other than consequential or exemplary suits, proceedings, arbitrations, mediations, liabilities, fines, assessments, settlements, damages), liabilities costs and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel), amounts paid in settlement and court costs) whether suit is instituted or not and, if instituted, whether at any trial or appellate level (collectively, the “Indemnified Liabilities”) ), which may be incurred by any such Indemnified Party arise in connection with, as a result of, or based upon the performance of a claim Executive’s duties hereunder as an employee or director or his employment by a third party the Company, including, without limitation, any derivative suits or asserted other suits brought by a third party against any such Indemnified Party, in each case, in connection with or arising out on behalf of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds shareholders of the Company. In the event of any Loan or other financial accommodation contemplated herebyclaim against the Executive which may give rise to Liabilities hereunder, the Executive shall give prompt written notice thereof to the Company, and the Obligors hereby agree to reimburse each such Indemnified Party for any AttorneysCompany shall assume the defense thereof at its own cost and expense. Costs, charges and expenses (including attorneys’ Costs fees) incurred by Executive in defending a civil or other out-of-pocket expenses incurred in connection with investigatingcriminal suit, defending or participating in any action or proceeding (whether shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that Executive is not entitled to be indemnified by the Company as authorized by the Articles of Incorporation, Bylaws, this Agreement or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interestsotherwise. Notwithstanding anything herein to the contraryIf this subsection, the Obligors shall not be liable Articles of Incorporation or responsible for lossesBylaws of the Company, claimsor any portion thereof, damages, costs and expenses incurred by is invalidated on any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment ground by a court of competent jurisdiction jurisdiction, the Company nevertheless shall indemnify Executive to the fullest extent permitted by all portions of this subsection, Articles of Incorporation or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as Bylaw that has not been invalidated and to the fullest extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable permitted by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementlaw.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall The Borrowers agree to indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Lenders and their respective affiliates, directors, officers, employees employees, agents, attorneys and agents representatives (singularly, an "Indemnified Party", and collectively, the “"Indemnified Parties”") from and against any loss, cost, liability, damage or expense (including the reasonable fees and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (includingof counsel to the Lenders, without limitation, reasonable fees and disbursements of including all local counsel hired by such counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”"Claim") which may be incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any such Indemnified Party as a result other action in respect of a claim by a third party any commenced or asserted by a third party against threatened litigation, administrative proceeding or investigation under any such Indemnified Partyfederal securities law, in each casefederal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the expiration of the Loans and the payment of all indebtedness of the Borrowers to the Lenders hereunder and under the Notes, provided that the Borrowers shall have no obligation under this Section to the Lender with respect to any of the foregoing arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined of the Lender. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in a final, nonappealable judgment by a court the defense of competent jurisdiction or otherwise agreed any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to in writing by the extent such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable believes it reasonably prudent to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and protect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, on the other handWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and also the respective fault of the ObligorsCONTRIBUTING, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Whether or not IHS indemnifies the transactions contemplated hereby are consummatedAdministrative Agent, the Obligors shall indemnify and hold harmless each Syndication Agent-Related Person, the ArrangerLead Arrangers and each Lender, and each Bank and their respective affiliates, directors, officers, employees and agents Related Party of any of the foregoing Persons (collectively, the each such Person being called an “Indemnified PartiesIndemnitee”) from against, and against holds each Indemnitee harmless from, any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (includingrelated expenses, without limitationincluding the fees, reasonable fees charges and disbursements of counselany counsel for any Indemnitee, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by or asserted against any such Indemnified Party Indemnitee arising out of, in connection with, or as a result of a claim (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by a third party the parties to the Loan Documents of their respective obligations thereunder or asserted 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 currently or formerly owned or operated by a third party against IHS or any such Indemnified PartySubsidiary, in each case, in connection with or arising out of or any Environmental Liability related in any way to IHS or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or resulting from any transaction or proposed transaction (other theory and regardless of whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Indemnitee is a party thereto; provided that such indemnity shall not, as to such action or proceeding) out of which any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses may ariseare determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; providedprovided that such indemnity shall not, howeveras to any Indemnitee, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except available to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for such losses, claims, damages, costs and liabilities or related expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either are determined in a final, nonappealable judgment by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result willful misconduct of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementIndemnitee.

Indemnity. Whether or not the transactions contemplated hereby are consummatedLessee agrees to indemnify, the Obligors shall indemnify and reimburse, hold harmless and defend each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) Indemnitee from and against any and all claims, damages, losses, claimsliabilities, damages (demands, suits, judgments, causes of action, legal proceedings, whether civil or criminal, penalties, fines and other than consequential or exemplary damages)sanctions, liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable any attorneys' fees and disbursements other reasonable costs and expenses in connection herewith or therewith, including any of counselthe foregoing arising or imposed with or without Lessor's fault, amounts paid in settlement or under the doctrine of absolute or strict liability (any and court costs) (collectively, the “Indemnified Liabilities”all of which are hereafter referred to as "Claims") which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating may result from, pertain to or resulting from arise in any transaction manner out of, or proposed transaction 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 consummateddiscovered or discoverable by Lessee or Lessor) contemplated to be financed with arising from the proceeds material or any articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul, or testing of any Loan or other financial accommodation contemplated herebythe Aircraft, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party the Aircraft is a party to such action in the possession of Lessee, and regardless of where the Aircraft may then be located during the Term, or proceeding(d) out of which any such lossestransaction, claimsapproval, damages, liabilities or expenses may arisedocument contemplated by this Lease or given or entered into in connection herewith; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Obligors shall not be required Manufacturer of the Aircraft and its subcontractors or any other Person as to reimburse the expenses of more than one counsel for all Indemnified Parties except any such Claims, but only to the extent that different Indemnified Parties shall have conflicting interestsLessee satisfies its indemnification obligation to Lessor hereunder with respect to such Claims. Notwithstanding anything herein 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 contrary, the Obligors shall not be liable loss of use of any property which may result from or responsible for losses, claims, damages, costs and expenses incurred by arise in any Indemnified Party arising manner out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and relation to the extent contemplated herebyownership, then leasing, condition, use or operation of the Obligors hereby agree to contribute to Aircraft, either in the amount paid air or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one handground, or which may be caused by any defect in the Aircraft from the material or 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 such Indemnified Party, on the other hand, and also the respective fault regardless of the Obligors, on location of the one hand, Aircraft at any such time. The indemnities contained in this Section 13 shall continue in full force and such Indemnified Party, on effect notwithstanding the expiration or other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementLease and are expressly made for the benefit of and shall be enforceable by each Indemnitee.

Indemnity. Whether or not the transactions contemplated hereby are consummatedPledgor agrees to indemnify, the Obligors shall indemnify reimburse and hold harmless each Agent-Related Personthe Lender --------- and its successors, the Arrangerassigns, each Bank employees, agents and their respective affiliates, directors, officers, employees and agents servants (collectively, the “Indemnified Parties”"Indemnitees") harmless from and against any and all lossesliabilities, obligations, damages, injuries, penalties, claims, damages (other than consequential or exemplary damages)demands, liabilities actions, suits, judgments and reasonable out-of-pocket any and all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements expenses and the allocated costs of internal counsel) of whatsoever kind and nature imposed on, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be asserted against or incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against the Indemnitees in any such Indemnified Party, in each case, in connection with way relating to or arising out of this Agreement or the other Loan Documents or in any other way connected with the administration of the transactions contemplated hereby or the enforcement of any of the terms hereof, or the preservation of any rights hereunder, or in any way relating to or resulting from any transaction arising out of the manufacture, processing, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or proposed transaction other disposition, or use of the Pledged Collateral (including, without limitation, latent or other defects, whether or not consummated) contemplated 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 death of any Person (including any Indemnitee)), or property damage, or contract claim; provided that Pledgor shall have no obligation to an Indemnitee hereunder to the extent it is finally judicially determined that such 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 financed with resisted and defended by counsel reasonably satisfactory to such Indemnitee. Each Indemnitee shall, unless any other Indemnitee has made the proceeds request described in the preceding sentence 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 Loan or other financial accommodation contemplated hereby, matter covered by the indemnity set forth in this Section 13 and the Obligors hereby agree fees and expenses of such counsel shall be paid by Pledgor; provided that, only to reimburse each such Indemnified Party for any Attorneys’ Costs the extent that no conflict exists between or other out-of-pocket expenses incurred in connection with investigatingamong the Indemnitees as reasonably determined by the Indemnitees, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors Pledgor shall not be required obligated to reimburse pay the fees and expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct Indemnitees as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable group with respect to any Indemnified Party such matter, action, suit or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementproceeding.

Indemnity. Whether The Borrower agrees to indemnify and hold each Lender and the Administrative Agent harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or not 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 any of the transactions contemplated hereby are consummatedby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Obligors shall other Loan Documents and any such other documents with respect to the Borrower, and to indemnify and hold harmless each Agent-Related Person, Lender and the Arranger, each Bank Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and agents (collectivelythe Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages (other than consequential or exemplary damages), liabilities and penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including, without limitation, including but not limited to reasonable attorney’s fees and disbursements of counsel, amounts paid in settlement and court costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this Section 9.5(c), collectively, the “Indemnified Liabilitiesindemnified liabilities”) which may be incurred by ), provided, that the Borrower shall have no obligation hereunder to any such Indemnified Party as a result of a claim by a third party or asserted by a third party against with respect to indemnified liabilities arising from (A) with respect to any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of such Indemnified Party as either finally determined in a final, nonappealable judgment by a court of competent jurisdiction jurisdiction, (B) disputes arising between or otherwise agreed to in writing by such Indemnified Party among the Lenders and the Obligors. If for any reason the indemnification provided for herein is unavailable Administrative Agent, or (C) with respect to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault failure of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as Party (and its Affiliates) to comply with any other relevant equitable considerations. This Section 12.5 shall survive the termination Requirement of this AgreementLaw.

Indemnity. Whether (a) In connection with the registration of the Registrable Securities pursuant to Clause 2.2, 2.3 or not the transactions contemplated hereby are consummated2.4 hereof, the Obligors shall Company will indemnify and hold harmless harmless, (i) each Agent-Related PersonSelling Holder and the partners (which shall include any partners of the partners), the Arranger, each Bank and their respective affiliatesofficers, directors, officersshareholders, employees affiliates, legal counsel and agents accountants for each such Selling Holder, (collectivelyii) any underwriter of such Registrable Securities thereunder and (iii) each person, if any, who controls such seller or underwriter within the “Indemnified Parties”) from and meaning of the Securities Act, against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and disbursements of counseldisbursements) or liabilities (joint, amounts paid in settlement and court costs) (collectivelyor several), to which such seller, underwriter or controlling person may become subject under the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified PartySecurities Act, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan Exchange Act or other financial accommodation contemplated herebyfederal or state law, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any insofar as such losses, claims, damages, expenses 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, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (c) any violation or alleged violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state law, applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration (each, a “Violation”), and the Company will reimburse each such Selling Holder, partner (including the partners of such partner), officer, director, legal counsel, accountant, underwriter or controlling person for any legal or other expenses may arisereasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action, or Violation; provided, however, that the Obligors indemnity agreement contained in this Clause 2.7(a) shall not be required apply to reimburse the expenses amounts paid in settlement of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of 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 to 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 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 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 judgment or decree by a court of competent jurisdiction and the expiration or time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such person seeking indemnity under the terms of this Clause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as so that such person is appropriate responsible for the portion represented by the percentage that the public offering price of the Registrable Securities held by such person and offered by the registration statement bears to reflect the relative benefits public offering price of all securities offered by such registration statement, and 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 meaning of Section 11(f) of the Securities Act) will be 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 seller exceed the net proceeds received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and seller in such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementoffering.

Indemnity. Whether Each of the Persons comprising Tenant shall jointly and severally indemnify, defend, protect, save, hold harmless, and reimburse Landlord or not the transactions contemplated hereby are consummatedany Affiliate of Landlord for, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable actual out-of-pocket expenses costs, losses (including, without limitationlosses of use or economic benefit or diminution in value), reasonable fees liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and disbursements of counsel, amounts paid in settlement and court costs) expenses (collectively, the “Indemnified LiabilitiesEnvironmental Costs”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated arising out of third party claims and regardless of whether liability without fault is imposed, or sought to be financed with the proceeds of any Loan or other financial accommodation contemplated herebyimposed, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses on Landlord) incurred in connection with with, arising out of, resulting from or incident to, directly or indirectly, in each case before or during (but not if first occurring after) the Term (i) the production, use, generation, storage, treatment, transporting, disposal, discharge, Release or other handling or disposition of any Hazardous Substances from, in, on or under the Leased Property or any portion thereof (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property, (ii) the presence of any Hazardous Substances in, on or under the Leased Property and (iii) the violation of any Environmental Law. “Environmental Costs” include interest, costs of response, removal, remedial action, containment, cleanup, investigation, design, engineering and construction, damages (including actual and consequential damages) for personal injuries and for injury to, destruction of or loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, reasonable attorney’s fees, reasonable expert fees, reasonable consultation fees, and court costs, and all amounts paid in investigating, defending or participating in settling any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other handforegoing, as the case may be, as well as any other relevant equitable considerationsapplicable. This Section 12.5 Tenant’s indemnity hereunder shall survive the termination of this AgreementLease, but in no event shall Tenant’s indemnity apply to Environmental Costs incurred in connection with, arising out of, resulting from or incident to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease. Without limiting the scope or generality of the foregoing, Tenant expressly agrees that, in the event of a breach by Tenant in its obligations under Sections 32.1 through 32.3 that is not cured within any applicable cure period, Tenant shall reimburse Landlord for any and all reasonable costs and expenses incurred by Landlord in connection with, arising out of, resulting from or incident to (directly or indirectly, before or during (but not if first occurring after) the Term) the following: (a) investigating any and all matters relating to the Handling of any Hazardous Substances, in, on, from or under the Leased Property or any portion thereof; (b) bringing the Leased Property into compliance with all Legal Requirements, and (c) removing, treating, storing, transporting, cleaning-up and/or disposing of any Hazardous Substances used, stored, generated, released or disposed of in, on, from, under or about the Leased Property or off-site other than in the ordinary course of the business conducted at the Leased Property and in compliance with applicable Legal Requirements. If any claim is made by Landlord for reimbursement for Environmental Costs incurred by it hereunder, Tenant agrees to pay such claim promptly, and in any event to pay such claim within sixty (60) calendar days after receipt by Tenant of written notice thereof and any amount not so paid within such sixty (60) calendar day period shall bear interest at the Overdue Rate from the date due to the date paid in full.

Indemnity. Whether or not the transactions contemplated Borrower hereby are consummated, the Obligors shall indemnify indemnifies and agrees to hold harmless L▇▇▇▇▇ and each Agent-Related Person, the Arranger, each Bank and their of L▇▇▇▇▇’s respective affiliatesofficers, directors, officersAffiliates, attorneys, employees and agents (individually and collectively, the “Indemnified PartiesIndemnitee(s)”) from and against any and all liabilities, obligations, losses, claimsdamages , damages penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Agency or instrumentality or any other than consequential Person with respect to any aspect of, or exemplary any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Lender is a party thereto , except to the extent that any of the foregoing arises out of the willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages), liabilities penalties, actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses disbursements of any kind or nature whatsoever (including, without limitation, including reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be asserted against or incurred by any such Indemnified Party as a result of a claim the Indemnitees described above in this Section 11.17 by a third party any Person (i) under any Environmental Laws or asserted similar laws by a third party against reason of Borrower’s or any such Indemnified Partyother Person’s failure to comply with laws applicable to solid or hazardous waste materials, in each caseincluding 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 arising out measured solely by the net income of Lender, but including any intangibles taxes, stamp tax, recording tax or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummatedfranchise tax) contemplated to shall be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability L▇▇▇▇▇ or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, Borrower on the one hand, and such Indemnified Party, on the other hand, and also the respective fault account of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination 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 taxes, including interest and penalties thereon, and will indemnify and hold the indemnitees described above in this Section 11.17 harmless from and against all liability in connection therewith.

Indemnity. Whether (a) The Chargor(s) shall not do or not omit or suffer to be done any act, matter or thing in or respecting the transactions contemplated hereby are consummatedProperty which contravenes the provisions of the Sale and Purchase Agreement, the Obligors Property Purchase Agreement, the Property Sale Agreement, this Charge or any Act, Ordinance, Enactment, Order, rule, regulation or by-law now or hereafter affecting the same and the Chargor(s) shall at all times hereafter indemnify and hold harmless each Agent-Related Person, keep indemnified the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claimsactions, damages proceedings, costs, expenses, claims and demands in respect of any such act, matter or thing done or omitted to be done in contravention of the said provisions. (other than consequential or exemplary damages)b) In addition and without prejudice to the power, liabilities rights and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectivelyremedies conferred on the Bank herein, the “Indemnified Liabilities”Chargor(s) shall indemnify the Bank against any damages, loss or expense (including but not limited to legal expenses on a solicitor and client basis) which the Bank may be incurred by any such Indemnified Party sustain or incur as a result consequence of a claim any default in payment by a third party the Chargor(s) of any sum due hereunder including (but not limited to) any late payment charges or asserted by a third party against any such Indemnified Party, in each case, in connection with fees paid or arising out payable on account of or in respect of any way relating funds borrowed or deposits from third parties in order to maintain the amount in default or resulting from in liquidating or re-employing such funds or deposits. (c) In consideration of the Bank having at the request of the Chargor(s) given its express or implied undertaking, guarantee and/or covenant to any transaction financial institution and/or the Developer/Vendor/Proprietor or proposed transaction (whether their solicitors or not consummatedfirm of solicitors purporting to act for the financial institution or the Developer/Vendor/Proprietor or to such other persons whatsoever to pay the balance purchase price or Contract Cost payable by the Chargor(s) contemplated to be financed under the Sale and Purchase Agreement or any part thereof or any variation in the order of payment thereof either progressively or in such other manner in accordance with the proceeds terms and conditions of any Loan the Sale and Purchase Agreement, the Chargor(s) agree(s) that the aforesaid undertaking, guarantee and/or covenant whether express or other financial accommodation contemplated hereby, implied are given by the Bank on behalf of and for the benefit of the Chargor(s) and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingChargor(s) will at all times hereafter indemnify and keep the Bank indemnified against all actions, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, proceedings and costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received suffered by the Obligors, on Bank arising from the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementaforesaid undertaking guarantee and/or covenant.

Indemnity. Whether or not the transactions contemplated The Borrower hereby are consummatedagrees to indemnify, the Obligors shall indemnify pay and hold harmless each the Administrative Agent-Related Person, the Arranger, each Bank Lenders and their respective affiliatesAffiliates and the officers, directors, officersemployees, employees trustees, agents, investment advisors, collateral managers, servicers, and agents (collectivelycounsel of the Administrative Agent, the Lenders and their respective Affiliates (collectively called the “Indemnified PartiesIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than consequential any broker retained by the Administrative Agent or exemplary Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by the Borrower, any other Credit Party or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of the Borrower or any other Credit Party, (ii) the Transactions and (iii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages), liabilities and reasonable claims or out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, resulted from the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons (as either determined in by a final, nonappealable final non-appealable judgment by of a court of competent jurisdiction or otherwise agreed jurisdiction). To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, the Borrower shall contribute the maximum portion which it is permitted to in writing by such Indemnified Party pay and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and satisfy under applicable Law to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by payment and satisfaction of all such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received indemnified liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnitees or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsthem. This Section 12.5 shall survive the termination For purposes of this Agreement.paragraph, “

Indemnity. Whether or not the transactions contemplated hereby are consummatedIn addition to all other Indebtedness, the Obligors shall Borrower agrees to defend, protect, indemnify and hold harmless each Agent-Related Personthe Lenders, the Arrangerand all of its respective Affiliates, each Bank and their respective affiliatesSubsidiaries, officers, directors, officersemployees, employees attorneys, accountants, consultants, agents and agents any controlling Persons (collectively, collectively the “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities liabilities, obligations, penalties, fees, costs, expenses and reasonable out-of-pocket expenses settlement agreements, joint and several (including, without limitation, reasonable fees attorneys’ and disbursements of counselparalegals’ fees, amounts paid in settlement costs and court costsexpenses) (collectively, the “Indemnified Liabilities”) which may be incurred by any such of the Indemnified Party Parties, whether prior to or from and after the date hereof, as a result of a claim by a third party or asserted by a third party against arising from or relating to (i) the Commitment Letter, (ii) any such Indemnified Partydue diligence effort (including, in without limitation, public record search, recording fees, examinations and investigations of the properties of the Borrower, each caseDomestic Subsidiary, each Foreign Subsidiary, the Borrower’s operations, each Domestic Subsidiary’s operations, each Foreign Subsidiary’s operations and the Collateral), negotiation, preparation, execution and/or performance of any of the Loan Documents or of any document executed in connection with or arising out the transactions contemplated thereby and the perfection of or the Lender’s Liens in the Collateral, maintenance of the Loan by the Lenders, and any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds and all amendments, modifications, and supplements of any of the Loan Documents or other financial accommodation contemplated herebyrestructuring of the Indebtedness, and the Obligors hereby agree to reimburse each such Indemnified Party (iii) any suit, investigation, action or proceeding by any Person, whether threatened or initiated, asserting a claim for any Attorneys’ Costs legal or other out-of-pocket expenses incurred equitable remedy against any Person under any statute, regulation or common law principle, arising from or in connection with investigatingany of the Loan Documents and/or Lender’s furnishing of funds to the Borrower under this Loan Agreement, defending (iv) the Lenders’ preservation, administration and enforcement of its rights under the Loan Documents and applicable law, including the reasonable fees of the outstanding Indebtedness as attorneys fees if collected by or participating through an attorney at law and disbursements of counsel for the Lenders in any action or proceeding (connection therewith, whether suit be brought or not and whether incurred at trial or on appeal, and all costs of repossession, storage, disposition, protection and collection of Collateral, (v) periodic field exams, audits and appraisals performed by the Lenders, as permitted herein; and/or (vi) any matter relating to the financing transactions contemplated by the Loan Documents or by any document executed in connection with the transactions contemplated thereby, other than for such loss, damage, liability, obligation, penalty, fee, cost or expense, any of which arise from an Indemnified Parties’ gross negligence or willful misconduct. No Indemnified Party is a party shall be liable for any direct or consequential damages that arise from or are related to such action the Commitment Letter, this Loan Agreement or proceeding) out any of which any such the Loan Documents. All obligations for indemnification hereunder for all of the foregoing losses, claims, damages, liabilities or expenses may arise; providedliabilities, howeverobligations, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrarypenalties, the Obligors shall not be liable or responsible for losses, claims, damagesfees, costs and expenses incurred by any Indemnified Party arising out shall be part of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a finalthe Indebtedness, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received secured by the Obligors, on the one handCollateral, and such Indemnified Party, on chargeable against the other hand, and also the respective fault loan accounts of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsBorrower. This Section 12.5 The indemnity herein shall survive the termination of this Loan Agreement.

Indemnity. Whether or not 1.1 Subject to §1.2, and §2.6(b) below the transactions contemplated hereby are consummated, the Obligors Indemnitor shall indemnify and hold save harmless each Agent-Related Personthe Indemnitee, and the ArrangerIndemnitee’s successors, each Bank heirs and their respective affiliates, directors, officers, employees and agents personal representatives (collectivelytogether with the Indemnitee, the “Indemnified Parties”) from against and against from: (a) any and all losses, actions and claims, damages 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; (other than consequential or exemplary 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 reasonable out-of-pocket 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, without limitation, reasonable including legal fees and disbursements of counselon a full indemnity basis), amounts paid in settlement fines, liabilities, losses and court costs) (collectivelypenalties which the Indemnified Parties may sustain, the “Indemnified Liabilities”) which may incur or be incurred by any such Indemnified Party liable for as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out 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 any government or agency or division of any government, whether federal, provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter; and (d) without in any way relating limiting the generality of the foregoing, the Indemnitor agrees that should any payment or reimbursement made pursuant to this Agreement, including without limitation the payment of insurance premiums or resulting from any transaction payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or proposed transaction (whether otherwise be or not consummated) contemplated become subject to any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree necessary to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, ensure that the Obligors 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 required obligated to reimburse indemnify or save harmless the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs against and expenses incurred by from any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such lossaction, claim, cost, damage, liability charge, expense, fine, liability, loss or expense penalty: (a) if in such proportion as is appropriate respect thereof the Indemnitee failed to reflect act honestly and in good faith with a view to the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault best interests of the Obligors, on the one hand, and such Indemnified Party, on the other hand, Indemnitor or its affiliate as the case may bebe ; (b) in the case of a criminal or administrative action or proceeding, as well as if the Indemnitee did not have reasonable grounds for believing that his conduct was lawful; (c) arising out of any other relevant equitable considerationsact, error or omission of the Indemnitee that is fraudulent or malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or intent; or (d) for which he is entitled to indemnity pursuant to any valid and collectible policy of insurance, to the extent of such insurance. This Section 12.5 Where partial indemnity is provided by such policy of insurance, the obligation of the Indemnitor under §1.1 shall survive continue in effect but be limited to that portion of the termination liability for which indemnity is not provided by such policy. 1.3 The determination of any claim by judgment, order, settlement or conviction, or upon a plea of “nolo contendere” or its equivalent, will not, of itself, create any presumption for the purposes of this AgreementAgreement that the Indemnitee did not act honestly and in good faith with a view to the best interests of the Indemnitor 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. Whether or not the transactions contemplated hereby are consummatedThe Borrower further agrees to defend, the Obligors shall indemnify protect, indemnify, and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages (other than consequential costs, expenses and disbursements of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses nature whatsoever (including, without limitation, the reasonable fees and disbursements of counselcounsel for the Indemnified Parties in connection with any investigative, amounts paid administrative or judicial proceeding, whether or not the Indemnified Parties shall be designated a party thereto), imposed on, incurred by or asserted against the Indemnified Parties (whether direct, indirect or consequential and whether based on any Federal or state Laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise, including any liability and costs under Federal, state or local environmental, health or safety laws, regulations, or common law principles, arising from or in settlement and court costsconnection with the past, present or future environmental condition of the Property, the presence of asbestos-containing materials at the Property, or the Release or threatened Release of any Environmental Concern Material into the Environment from the Property) in any manner relating to the conduct of the business of the Borrower, its Subsidiaries and/or its Affiliates or the use or intended use of the proceeds of the Loans hereunder (collectively, the “"Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseMatters"); provided, however, that the Obligors Borrower shall not be required have any obligation to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any an Indemnified Party arising out of or relating hereunder with respect to (a) matters for which such Indemnified Party’s own Party has been compensated pursuant to or for which an exemption is provided in Section 2.06 and Section 2.07 hereof or any other provision of this Loan Agreement and (b) Indemnified Matters caused by or resulting from the willful misconduct or gross negligence or willful misconduct of that Indemnified Party, as either determined in a final, nonappealable judgment by a court of competent jurisdiction jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise agreed public policy, the Borrower shall contribute the maximum portion which it is permitted to in writing by such Indemnified Party pay and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and satisfy under applicable law, to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such payment and satisfaction of all Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received Matters incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementParties.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors Company shall indemnify and hold harmless each the Agent-Related PersonPersons, the Arranger, and each Bank and their each of its respective affiliatesofficers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact (collectivelyeach, the an “Indemnified PartiesPerson”) harmless from and against any and all liabilities, obligations, losses, claimsdamages, damages (other than consequential or exemplary damages)penalties, liabilities and reasonable out-of-pocket actions, judgments, suits, costs, charges, expenses (including, without limitation, reasonable fees and disbursements (including reasonable Attorney Costs) of counselany kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, amounts paid resignation or replacement of the Agent or replacement of any Bank) result from an action, suit, proceeding or claim asserted against any such Indemnified Person by any Person not entitled to indemnification under this section in settlement and court costsany way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise); provided, however, that the Obligors Company shall not be required liable to reimburse any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person’s gross negligence or willful misconduct. In the expenses event this indemnity is unenforceable as a matter of more than one counsel for all law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. Promptly upon receipt of notice of the making of any claim or the initiation of any action, suit, or proceeding (together, “Dispute”), the Indemnified Parties Person shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing thereof, provided that any failure to provide such notice shall not excuse the Company from its obligations under this Section, except to the extent that different Indemnified Parties such failure to notify shall have conflicting interestsmaterially prejudiced the Company’s position. The Company shall have the right at its expense to control the defense of any Dispute, provided the Company has delivered prompt notice to the Indemnified Person expressly agreeing to assume the defense thereof and reaffirming its obligation to indemnify and hold harmless hereunder, with nationally-recognized counsel selected by the Company, but reasonably satisfactory to the Indemnified Person. In such event, the Company shall promptly notify the Indemnified Person of any and all material developments in such Dispute and the Company shall not agree to any settlement or material stipulation in such Dispute without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld). Notwithstanding anything herein the foregoing, if in the reasonable judgment of the Indemnified Person, there may exist bona fide legal defenses available to it relating to the contraryDispute which conflict with those of the Company or another Indemnified Person, such Indemnified Person shall have the Obligors right to select separate counsel, at the expense of the Company, to assert such legal defenses and otherwise participate in the legal defense of such Dispute on behalf of such Indemnified Person. Notwithstanding the foregoing, no Dispute subject to this paragraph shall be settled without the Company’s prior consent, not to be liable or responsible for lossesunreasonably withheld; provided, claimshowever, damages, costs and expenses incurred by that any Indemnified Party arising out Person may settle any such Dispute without the Company’s consent if (a) the market reputation of Bank One or relating to its Affiliates, or any Bank or its Affiliates which becomes an Indemnified Person under this Section 10.05, or the relationship of any of such Indemnified Party’s own gross negligence Persons with their applicable state or willful misconduct as either determined federal regulators, in a finalthe judgment of such Persons, nonappealable judgment by a court of competent jurisdiction is being or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party foreseeably will be materially impaired as a result of the continuation of such lossDispute, claimor (b) such Dispute involves or relates to any allegation of criminal wrongdoing, damageor (c) the Company is disputing its obligation to indemnify under this Section, or (d) the Company has failed to respond to any request for such consent within 10 days of its receipt of written notice of such proposed settlement. No Indemnified Person shall have any liability to the Company or expense any of its Affiliates for any indirect or consequential damages in such proportion as is appropriate connection with its activities related to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsthis Agreement. This The agreements in this Section 12.5 shall survive payment of all other Obligations and the termination of this Agreementthe Commitments.

Indemnity. Whether In addition to the payment of expenses pursuant to subsection 10.1, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Borrower agrees to indemnify, pay and hold harmless Agent and each Agent-Related Person, Lender and any holder of any Notes and the Arranger, each Bank and their respective affiliatesofficers, directors, officersemployees, employees agents, consultants, accountants, auditors, persons engaged by Agent or any Lender or holder of any Note to evaluate or monitor the Collateral, affiliates and agents attorneys of Agent, Lender and such holders (collectively, collectively called the “Indemnified Parties”"Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any counsel for such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the Recapitalization or the other transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any way relating Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under the other Loan or other financial accommodation contemplated hereby, and Documents (the Obligors hereby agree to reimburse each such "Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseLiabilities"); provided, however, provided that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Borrower shall have conflicting interests. Notwithstanding anything herein no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct of that Indemnitee as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementjurisdiction.

Indemnity. Whether or not the transactions contemplated hereby are consummatedTenant shall indemnify, the Obligors shall indemnify defend and hold harmless each Agent-Related PersonLandlord, the ArrangerArden Realty, each Bank Inc., their subsidiaries, partners, parental or other affiliates and their respective affiliatesmembers, shareholders, officers, directors, officers, employees and agents contractors (collectively, the “Indemnified Landlord Parties”) harmless from any and all claims arising from Tenant’s use of the Premises or the Project or from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Premises or the Project and shall further indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all lossesclaims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease or arising from any negligence or willful misconduct of Tenant or any of its agents, claimscontractors, damages (other than consequential employees or exemplary damages)invitees, liabilities patrons, customers or members in or about the Project and reasonable out-of-pocket expenses (includingfrom any and all costs, without limitation, reasonable attorneys’ fees and disbursements of counselcosts, amounts paid expenses and liabilities incurred in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds defense of any Loan claim or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding brought thereon, including negotiations in connection therewith. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord harmless from any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys’ fees or costs (whether collectively, “Claims”), to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements and Tenant’s personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease). Landlord shall indemnify, defend and hold harmless Tenant, and its members, shareholders, officers, directors, employees and contractors (collectively, “Tenant Parties”) from any Claims to the extent resulting from any breach or default in the performance of any obligation on Landlord’s part to be performed under this Lease or arising from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not such Indemnified Party is a party covered by insurance required to such action be carried under this Lease by Tenant or proceeding) out of which any such losses, claims, damages, liabilities or expenses may ariseactually carried by Tenant; provided, however, that because Landlord maintains insurance on the Obligors shall not be required Project and Tenant compensates Landlord for such insurance as part of Tenant’s Proportionate Share of Direct Costs and because of the existence of waivers of subrogation set forth in Article 14 of this Lease, Landlord hereby indemnifies and holds Tenant harmless from any Claims to reimburse any property outside of the expenses of more than one counsel for all Indemnified Parties except Premises to the extent that different Indemnified Parties such Claim is covered by such insurance, even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees. Further, Tenant’s agreement to indemnify Landlord and Landlord’s agreement to indemnify Tenant pursuant to this Section 13(a) is not intended to and shall have conflicting interests. Notwithstanding anything herein not relieve any insurance carrier of its obligations under policies required to be carried by Landlord or Tenant pursuant to this Lease, to the contrary, extent such policies cover the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating matters subject to such Indemnified Party’s own gross indemnification obligations. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord and the Landlord Parties, excepting where the damage is caused solely by the negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction Landlord or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification Landlord Parties (provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense that in such proportion as is appropriate case Landlord’s liability shall be limited to reflect the relative benefits received amounts not covered by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of insurance carried by Tenant or required to be carried by Tenant pursuant to this AgreementLease).

Indemnity. Whether or not the transactions contemplated hereby are consummatedEach Grantor shall indemnify, the Obligors shall indemnify reimburse and hold harmless each Agent-Related Person, the Arranger, each Bank of Agent's members, and each of their respective affiliatessuccessors, assigns, agents, officers, directors, officersshareholders, servants, agents and employees harmless from and agents against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of 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 “Indemnified Parties”) from and against any and all losses, claims, damages (other than consequential or exemplary damages"CLAIMS"), liabilities and reasonable out-of-pocket expenses (includingdirectly or indirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, the falsity of any representation or warranty of such Grantor or such Grantor's failure to comply with the terms of this Agreement or any other Operative Document while the Obligations are outstanding. The foregoing indemnity shall cover, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs(i) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any hazardous materials on the premises of such Grantor, including any Claims asserted or arising out of under any environmental law, or (iv) any Claim for negligence or strict or absolute liability in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arisetort; provided, however, that the Obligors such Grantor shall not be required to reimburse the expenses of more than one counsel indemnify Agent for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses any liability incurred by any Indemnified Party arising out Agent as a direct and sole result of or relating to such Indemnified Party’s own Agent's gross negligence or willful misconduct as either determined misconduct. Such indemnities shall continue in a finalfull force and effect, nonappealable judgment by a court of competent jurisdiction notwithstanding the expiration or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement. Upon an indemnitee's written demand, such Grantor shall assume and diligently conduct, at its sole cost and expense, the entire defense of Agent, each of its members, and each of their respective agents, employees, directors, officers, shareholders, successors and assigns, using counsel reasonably acceptable to such indemnitee against any indemnified Claim. Such Grantor shall not settle or 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. Whether or not Subject to the transactions contemplated hereby are consummatedconditions set forth below, the Obligors shall Vector agrees to indemnify and hold harmless each Agent-Related Personthe Buyer, the Arranger, each Bank and their respective affiliatesits officers, directors, officerspartners, employees employees, agents, and agents (collectivelycounsel, and each person, if any, who controls the “Indemnified Parties”Buyer within the meaning of Section 15 of the 1933 Act or Section 20(a) from and of the 1934 Act, against any and all lossesloss, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such lossliability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Article XI, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred, arising out of, resulting from, based upon, or in connection with any breach of any representation, warranty, covenant, or agreement of Vector contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability Vector may otherwise have, including liabilities arising under this Agreement. The Buyer agrees to indemnify and hold harmless Vector, its officers, directors, partners, employees, agents, and counsel and each person, if any, who controls Vector within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Article XI, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in such proportion investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as is appropriate to reflect the relative benefits received and when incurred, arising out of, resulting from, based upon, or in connection with any breach of any representation, warranty, covenant, or agreement of Buyer contained in this Agreement. Except as otherwise agreed by the Obligorsparties in Article X hereof, on (i) Vector shall indemnify the one hand, Buyer for any broker's or finder's fees which may become payable as a result of any promise or contract which may have been made by Vector to or with any such broker or finder and (ii) the Buyer shall indemnify Vector for any broker's or finder's fees which may become payable as a result of any promise or contract which may have been made by the Buyer to or with any such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementbroker or finder.

Indemnity. Whether or not the transactions contemplated hereby are shall be consummated, the Obligors Company shall indemnify pay, indemnify, and hold harmless each the Agent-Related PersonPersons, the Arranger, and each Bank and each of their respective affiliatesofficers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact (collectivelyeach, the “an "Indemnified Parties”Person") harmless from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses or disbursements (other than consequential including Attorney Costs) of any kind or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) nature whatsoever which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or Person arising out of or in any way relating to the execution, delivery, enforcement, performance or resulting from administration of this Agreement or any transaction other Loan Documents, or proposed transaction (the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding related to this Agreement or the Loans or the use of the proceeds thereof, whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party Person is a party to such action or proceeding) out of which any such lossesthereto (all the foregoing, claimscollectively, damages, liabilities or expenses may arisethe "Indemnified Liabilities"); provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties Company shall have conflicting interests. Notwithstanding anything herein no obligation hereunder to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party Person with respect to Indemnified Liabilities arising out of or relating to such Indemnified Party’s own gross solely from the negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and Person. The obligations in this Section 10.5 shall survive payment or satisfaction of all other Obligations. At the Obligors. If for any reason the indemnification provided for herein is unavailable to election of any Indemnified Party or insufficient to hold it harmless as and to Person, the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by Company shall defend such Indemnified Party as a result of Person using legal counsel satisfactory to such loss, claim, damage, liability or expense Indemnified Person in such proportion as is appropriate to reflect Person's sole discretion, at the relative benefits received by the Obligors, on the one hand, sole cost and such Indemnified Party, on the other hand, and also the respective fault expense of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerationsCompany. This All amounts owing under this Section 12.5 10.5 shall survive the termination of this Agreement.be paid within thirty (30) days after demand. 10.6

Indemnity. Whether or not The representations, warranties and covenants made by the transactions contemplated Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby are consummated, the Obligors shall agrees to indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Company and their its respective affiliatesofficers, directors, officersmanaging and non-managing members, employees and agents and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Indemnified PartiesIndemnitee”) ), from and against any and all losses, claims, damages (other than consequential or exemplary demands, damages), judgments, liabilities and reasonable out-of-pocket expenses (including costs and including, without limitationbut not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and disbursements of counselexpenses reasonably incurred in investigating, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party preparing or asserted by a third party defending against any such Indemnified Partyfalse representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in each case, any other document furnished by the Subscriber to any of the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or arising out of investigating any such claims or in any way relating to or resulting from any transaction or proposed transaction (liabilities, whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating resulting in any action or proceeding (whether or not such Indemnified Party is a party liability to such action or proceeding) out of person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, damagesdemands, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising and/or expenses: (a) arise out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in are based upon any untrue statement of a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received fact made by the ObligorsSubscriber and contained in this Agreement, on or (b) arise out of or are based upon any breach by Subscriber of any representation, warranty, or agreement made by Subscriber contained herein or in the one handInvestor Questionnaire, and such Indemnified Party, on the other hand, and also the respective fault or (c) arise out of the Obligorssale/transfer of Units, on of the one handSecurities Act, and such Indemnified Party, on the other hand, as the case may be, as well as or any other relevant equitable considerationsapplicable state, federal, or foreign securities law. This Section 12.5 shall survive the termination of this Agreement.Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 11

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Obligors shall (a) The Borrower agrees to indemnify and hold harmless each Agent-Related Personof the Holder, the Arranger, each Bank its affiliates and its controlling persons and their respective affiliatesofficers, directors, officersemployees, employees partners, agents, controlling persons, members, advisors and agents other representatives (collectivelyeach, the an “Indemnified PartiesIndemnitee”) from and against any and all liabilities, losses, claimsdamages, damages (other than consequential claims or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of counselone counsel for the Indemnitees, amounts paid taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in settlement each relevant jurisdiction, and court costssolely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with the Transactions or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (collectivelyincluding any investigation of, preparation for, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by the Borrower, any of the Borrower’s Affiliates (as defined in the Note) or any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) which may provided that such indemnity shall not, as to any Indemnitee, be incurred by any available to the extent that such Indemnified Party as a result of a claim by a third party liabilities, losses, damages, claims or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigatingresulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its related Indemnitees, defending or participating in as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) dispute solely among Indemnitees other than any claims arising out of which any act or omission of the Borrower or any of its Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such losses, claims, damages, liabilities Indemnitee or expenses may ariseany of its affiliates without the Borrower’s written consent; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable forgoing indemnity will apply to any Indemnified Party or insufficient such settlement in the event the Borrower was offered the ability to hold it harmless as and to assume the extent contemplated hereby, then defense of the Obligors hereby agree to contribute to action that was the amount paid or payable by such Indemnified Party as a result subject matter of such loss, claim, damage, liability or expense in settlement and elected not to assume such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and defense. All amounts due under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementreimbursement request).

Indemnity. Whether In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby are shall be consummated, the Obligors shall indemnify Company agrees to defend, indemnify, pay and hold harmless each Agent-Related PersonAdministrative Agent and Lenders, and the Arranger, each Bank and their respective affiliatesofficers, directors, officerspartners, employees employees, agents and agents affiliates of Administrative Agent and Lenders (collectively, collectively called the “Indemnified Parties”"INDEMNITIES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and disbursements of any kind or nature whatsoever (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, including without limitation, limitation the reasonable fees and disbursements of counselcounsel for such Indemnities in connection with any investigative, amounts paid in settlement administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and court costs) whether based on any federal, state or foreign laws, statutes, rules or regulations (collectivelyincluding without limitation securities and commercial laws, the “Indemnified Liabilities”) which 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 any such Indemnified Party as a result of a claim by a third party by, or asserted by a third party against any such Indemnified PartyIndemnitee, in each case, in connection with any manner relating to or arising out of this Agreement or in any way relating the other Loan Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans hereunder or resulting from any transaction the use or proposed transaction (whether or not consummated) contemplated to be financed with intended use of the proceeds of any Loan of the Loans) or other financial accommodation contemplated hereby, and the Obligors hereby agree statements contained in the commitment letter delivered by any Lender to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection Company with investigating, defending or participating in any action or proceeding respect thereto (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arisecollectively called the "INDEMNIFIED LIABILITIES"); provided, however, provided that the Obligors Company shall not be required have any obligation to reimburse the expenses of more than one counsel for all any Indemnitee hereunder with respect to any Indemnified Parties except Liabilities to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as either determined in by a final, nonappealable final judgment by of a court of competent jurisdiction jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or otherwise agreed public policy, Company shall contribute the maximum portion that it is permitted to in writing by such Indemnified Party pay and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and satisfy under applicable law to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such payment and satisfaction of all Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received Liabilities incurred by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault Indemnities or any of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementthem.

Indemnity. Whether 16.1 The Corporation and its subsidiaries or not affiliated companies, as the transactions contemplated hereby are consummatedcase may be, (collectively, the Obligors shall "Indemnitor") hereby agree to indemnify and hold harmless each the Agent-Related Person, the Arranger, each Bank of its subsidiaries and their respective affiliates, and each of its directors, officers, employees and agents (collectively, hereinafter referred to as the “Indemnified Parties”"Personnel") harmless from and against any and all lossesexpenses, losses (other than loss of profits), fees, claims, damages actions (other than consequential including shareholder actions, derivative actions or exemplary damagesotherwise), liabilities damages, obligations, or liabilities, whether joint or several, and reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and disbursements expenses of their counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which that may be incurred by in advising with respect to and/or defending any such Indemnified Party as a result of a claim by a third party actual or asserted by a third party against any such Indemnified Partythreatened claims, in each caseactions, in connection with suits, investigations or arising out of proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any way relating to capacity under any statute or resulting from any transaction common law, or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated herebyotherwise insofar as such expenses, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses actions arise out of or are based, directly or indirectly, upon the performance or professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may arise; be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that the Obligors this indemnity shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except apply to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (a) the Agent and/or its Personnel has been grossly negligent or otherwise agreed has committed wilful misconduct or any fraudulent act in the course of such performance; and (b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in writing by such Indemnified Party (a). 16.2 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the ObligorsAgent may incur as a result of any action or litigation that may be threatened or brought against the Agent. If for any reason (other than the occurrence of any of the events itemized in 1 6 . 1 (a) and 1 6 . 1 (b) above), the foregoing indemnification provided for herein is unavailable to the Agent or any Indemnified Party Personnel or insufficient to hold it the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, the lndemnitor, the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the extent contemplated herebyrelative 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, then as well as any relevant equitable considerations; provided that the Obligors hereby agree to lndemnitor shall in any event contribute to the amount paid or payable by such Indemnified Party the Agent or any Personnel as a result of such expense, loss, claim, damage, damage or liability or expense in and any excess of such proportion as is appropriate to reflect amount over the relative benefits amount of the fees received by the ObligorsAgent pursuant to this Agreement. 16.3 The lndemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, on the one handAgent, and/or any of their respective Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the lndemnitor, the Agent, and/or any of the Agent 's Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor, the Agent shall have the right to employ their own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and the reasonable fees and expenses of such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their respective Personnel in connection therewith shall be paid by the Indemnitor as they occur. 16.4 Promptly after receipt of notice of the commencement of any other legal proceeding against the Agent or any of the Agent's Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof, and throughout the course thereof, will provide copies of all relevant equitable considerationsdocumentation to the Indemnitor, will keep the lndemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. This Section 12.5 However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the lndemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor's cost provided the Agent acts reasonably in selecting such counsel. 16.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability, which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel. The foregoing provisions shall survive the termination completion of professional service rendered under this Agreement.

Indemnity. Whether (a) Customer agrees to indemnify, reimburse and hold Lender and its successors, Affiliates, assigns, officers, directors, employees, agents and servants (hereinafter in this Section 10 referred to individually as “Indemnitee”, and collectively as “Indemnitees”) harmless from any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or not disbursements, including Attorneys’ Fees and Expenses of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising out of the Loan Agreement or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby are consummatedor thereby or the enforcement of any of the terms of, or the preservation of any rights under any thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition, or use of the Equipment (including, without limitation, latent or other defects, whether or not discoverable), the Obligors 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 death of any Person (including any Indemnitee), or property damage), or contract claim, or any claim based on patent, trademark or copyright infringement or any obligation or liability to the manufacturer or supplier of the Equipment under any Supply Contracts (referenced in the Equipment Schedule), including purchase orders issued by Customer or Lender or assigned to Lender; provided, however, that no Indemnitee shall be indemnified pursuant to this Section 10 for losses, damages or liabilities to the extent caused solely by the gross negligence or willful misconduct of such Indemnitee. Customer agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgement, Customer shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify Customer of any such assertion of which such Indemnitee has knowledge. (b) Without limiting the application of Section 10(a) hereof, Customer agrees to pay, or reimburse Lender for any and all reasonable fees, costs and expenses (including Attorneys’ Fees and Expenses) of whatever kind or nature reasonably incurred in connection with the creation, preservation or protection of Lender’s liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and Lender’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (c) Customer shall, at its sole cost and expense, protect, defend, indemnify release and hold harmless each Agent-Related Person, the Arranger, each Bank and their respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) Indemnitees from and against any and all losses, claims, damages (other than consequential Losses imposed upon or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified PartyIndemnitees, in each case, in connection with or and arising out of or in any way relating to any one or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with more of the proceeds of any Loan or other financial accommodation contemplated herebyfollowing, and unless caused solely by the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined of any Indemnitee: (i) any presence of any Hazardous Substances in, on, above or under Customer’s leased or owned real property (the “Property”); (ii) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; or (ii) any past or present violation of any Environmental Laws. The term “Release” of any Hazardous Substance includes, but is not limited to, any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances. The term “Losses” includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, costs of remediating a finalHazardous Substance (whether or not performed voluntarily), nonappealable judgment engineers’ fees, environmental consultants’ fees, and costs of investigation (including, but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) or punitive damages, of whatever kind or nature (including, but not limited to Attorneys’ Fees and Expenses). (d) Without limiting the application of Section 10(a) or (b), or (c) hereof, Customer agrees to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses (including Attorneys’ Fees and Expenses) which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation or omission of a material fact by a court of competent jurisdiction Customer in the Loan Agreement or otherwise agreed in any writing contemplated by or made or delivered pursuant to or in writing by such Indemnified Party and connection with the Obligors. Loan Agreement. (e) If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated herebythat the obligations of Customer under this Section 10 are unenforceable for any reason, then Customer hereby agrees to make the Obligors hereby agree to contribute maximum contribution to the amount paid or payable by such Indemnified Party as a result payment and satisfaction of such loss, claim, damage, liability or expense in such proportion as obligations which is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreementpermissible under applicable law.

Indemnity. Whether or not the transactions contemplated hereby are consummated(a) GSI will defend, the Obligors shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Bank Company and its Affiliates (and their respective affiliates, directorsemployees, officers, employees directors and agents (collectively, the “Indemnified Parties”representatives) from and against any and all claims, costs, losses, claimsdamages, damages judgments and expenses (including reasonable attorneys' fees) arising out of any third party claim, action, suit or proceeding (a "Claim"), to the extent it is based on (i) the creation, operation or content of the Company Site (other than consequential any items or exemplary materials supplied by the Company for use on the Company Site or otherwise pursuant to this Agreement, including the Company Content) and the fulfillment obligations of GSI hereunder, (ii) any actual or alleged breach of GSI's representations, warranties and/or obligations as set forth in this Agreement, (iii) any actual or alleged infringement of any Intellectual Property Rights by any materials provided by GSI for use on the Company Site or provided by GSI to the Company for its use under this Agreement, (iv) any failure or alleged failure of GSI to comply with any applicable law, rule or regulation concerning the performance of its obligations hereunder, or (v) Claims based upon product liability, product labelling, personal injury or death relating to any Sporting Goods Merchandise supplied by or on behalf of GSI. Subject to Section 10.3, GSI will pay any award against the Company and its Affiliates (and their respective employees, officers, directors or representatives) and any costs and attorneys' fees reasonably incurred by them resulting from any such Claim. (b) The Company will defend, indemnify and hold harmless GSI and its Affiliates (and their respective employees, officers, directors and representatives) from and against any and all claims, costs, loses, damages), liabilities judgments and reasonable out-of-pocket expenses (including, without limitation, including reasonable fees and disbursements of counsel, amounts paid in settlement and court costsattorneys' fees) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of any third party Claim, to the extent it is based on (i) any actual or alleged breach of the Company's representations, warranties and/or obligations as set forth in this Agreement, (ii) any way actual or alleged infringement of any Intellectual Property Rights by any materials provided by the Company to GSI for its use on the Company Site or otherwise under this Agreement, including the Company Content, (iii) the offer, marketing or sale of any products or services through the Company Site (other than marketing provided by GSI), including Claims based upon product liability, personal injury or death relating to any products (other than any Sporting Goods Merchandise supplied by or on behalf of GSI) or services (other than GSI performed services) sold by the Company hereunder, (iv) any act, omission, event, transaction or matter concerning or related to the operation of the Company's business prior to the Launch Date any Web Site operated by or on behalf of the Company other than the Company Site as operated by GSI, or the cessation of the operation of any such Web Site, any agreement or arrangement entered into by the Company prior to the Launch Date, or any current or future Company Internet service provider programs, or (v) any failure or alleged failure of the Company to comply with any applicable law, rule or regulation. Subject to Section 10.3, the Company will pay any award against GSI and its Affiliates (and their respective employees, officers, directors or representatives) and any costs and attorneys' fees reasonably incurred by them resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Obligors, on the one hand, and such Indemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this AgreementClaim.