Common use of Indemnity Clause in Contracts

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION GRANTEE HEREBY RELEASES AND DISCHARGES AUTHORITY FROM LIABILITY FOR, AND ASSUMES THE RISK OF LOSS OR DAMAGE TO THE PAYMENT PROPERTY OF EXPENSES PURSUANT TO SECTION 10.02GRANTEE, WHETHER AND THE PERSONAL INJURY OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDDEATH OR ANY PERSON EMPLOYED BY GRANTEE, EACH LOAN PARTY AND GRANTEE EXPRESSLY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, REIMBURSE AND HOLD AUTHORITY, ITS AGENTS, SERVANTS, EMPLOYEES AND COMMISSIONERS, HARMLESS EACH AGENT FROM ALL CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LENDERLIABILITIES OF ANY KIND OR CHARACTER, THEIR AFFILIATESINCLUDING BUT NOT LIMITED TO CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND EACH LIABILITIES IN ANY MATTER RESULTING FROM, ARISING OUT OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGCAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR BY GRANTEES WILLFUL MISCONDUCT, AS DETERMINED NEGLIGENCE, GROSS NEGLIGENCE, DELIBERATE ACTS, STRICT LIABILITY IN TORT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BREACH OF ANY TERM OR CONDITION OF THIS EASEMENT, INCLUDING THAT CAUSED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERSTHE GRANTEE’S AGENTS, PARTNERS, DIRECTORS, TRUSTEESCONTRACTORS, EMPLOYEES, INVITEES OR AGENTS LICENSEES, ACTIVITIES DIRECTLY RELATED TO THIS EASEMENT OCCURRING IN, DURING OR (II) TO AFTER THE EXTENT TERM OF THIS EASEMENT, SAVE AND EXCEPT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMDAMAGES AS MAY BE CAUSED BY THE NEGLIGENCE OF THE AUTHORITY, ACTIONITS AGENTS, LITIGATIONCONTRACTORS, INVESTIGATION EMPLOYEES, INVITEES OR OTHER PROCEEDING LICENSEES IT BEING INTENDED THAT DOES GRANTEE WILL INDEMNIFY AUTHORITY FOR GRANTEES PROPORTIONATE FAULT, INCLUDING BUT NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICERLIMITED TO, PARTNERNEGLIGENCE, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT WHICH CAUSES SUCH DAMAGES. IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER EXPRESSLY AGREED THAT SHOULD GRANTEE FAIL OR JUDGMENT REFUSE TO PARTICIPATE IN THE SETTLEMENT OF A COURT CLAIM FOR DAMAGES, THEN AUTHORITY MAY SETTLE WITH THE CLAIMANT WITHOUT PREJUDICE TO AUTHORITY'S INDEMNITY RIGHTS SET FORTH HEREIN, IT BEING EXPRESSLY RECOGNIZED THAT A SETTLEMENT AFTER DEMAND ON GRANTEE WILL CONSTITUTE A SETTLEMENT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS THE PROPORTIONATE FAULT, INCLUDING BUT NOT ENTITLED THERETO)LIMITED TO NEGLIGENCE, OF BOTH GRANTEE AND AUTHORITY, WHICH SETTLEMENT MAY LATER BE APPORTIONED BETWEEN AUTHORITY AND GRANTEE. TO THE EXTENT THAT PERMITTED BY LAW, AUTHORITY HEREBY RELEASES AND DISCHARGES GRANTEE FROM LIABILITY FOR, AND ASSUMES THE UNDERTAKINGS RISK OF LOSS OR DAMAGE TO THE PROPERTY OF AUTHORITY, AND THE PERSONAL INJURY OR DEATH OF ANY PERSON EMPLOYED BY AUTHORITY, AND AUTHORITY EXPRESSLY AGREES TO DEFEND, INDEMNIFY, PAY, REIMBURSE AND HOLD GRANTEE, ITS AGENTS, SERVANTS, EMPLOYEES AND COMMISSIONERS, HARMLESS SET FORTH FROM ALL CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LIABILITIES OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LIABILITIES IN THIS SECTION 10.03 MAY BE UNENFORCEABLE ANY MATTER RESULTING FROM, ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE PART, BY AUTHORITYS WILLFUL MISCONDUCT, NEGLIGENCE, GROSS NEGLIGENCE, DELIBERATE ACTS, STRICT LIABILITY IN TORT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BREACH OF ANY LAW TERM OR PUBLIC POLICYCONDITION OF THIS EASEMENT, INCLUDING THAT CAUSED BY ANY OF THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE AUTHORITY'S AGENTS, CONTRACTORS, EMPLOYEES, INVITEES OR LICENSEES, ACTIVITIES DIRECTLY OR INDIRECTLY RELATED TO AUTHORITY'S USE OF THE MAXIMUM PORTION EASEMENT OR ITS SURROUNDING PROPERTIES AND OCCURRING IN, DURING OR AFTER THE TERM OF THIS EASEMENT, SAVE AND EXCEPT SUCH DAMAGES AS MAY BE CAUSED BY THE NEGLIGENCE OF THE GRANTEE, ITS AGENTS, CONTRACTORS, EMPLOYEES, INVITEES OR LICENSEES, IT BEING INTENDED THAT AUTHORITY WILL INDEMNIFY GRANTEE FOR AUTHORITY'S PROPORTIONATE FAULT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE, WHICH CAUSES SUCH DAMAGES. IT IS PERMITTED EXPRESSLY AGREED THAT SHOULD AUTHORITY FAIL OR REFUSE TO PAY PARTICIPATE IN THE SETTLEMENT OF A CLAIM FOR DAMAGES, THEN GRANTEE MAY SETTLE WITH THE CLAIMANT WITHOUT PREJUDICE TO GRANTEE'S INDEMNITY RIGHTS SET FORTH HEREIN, IT BEING EXPRESSLY RECOGNIZED THAT A SETTLEMENT AFTER DEMAND ON AUTHORITY WILL CONSTITUTE A SETTLEMENT OF THE PROPORTIONATE FAULT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OF BOTH AUTHORITY AND SATISFY GRANTEE, WHICH SETTLEMENT MAY LATER BE APPORTIONED BETWEEN AUTHORITY AND GRANTEE. EXCEPT AS OTHERWISE EXPRESSLY LIMITED HEREIN, IT IS THE INTENT OF THE PARTIES HERETO THAT ALL INDEMNITY OBLIGATIONS AND LIABILITIES ASSUMED UNDER THE TERMS OF THIS EASEMENT BE WITHOUT MONETARY LIMIT. THE INDEMNITY CONTAINED IN THIS PARAGRAPH APPLIES, WITHOUT LIMITATION, TO ANY VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW TO IN EFFECT DURING THE PAYMENT TERM OF THIS EASEMENT, INCLUDING ANY EXTENSION, AND SATISFACTION ANY AND ALL MATTERS ARISING OUT OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES ANY ACT, OMISSION, EVENT OR CIRCUMSTANCE EXISTING OR OCCURRING DURING THE TERM OF THIS EASEMENT, INCLUDING ANY EXTENSIONS, REGARDLESS OF THEMWHETHER THE ACT, OMISSION, EVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.029.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION APPROVAL OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND EACH LENDER, AND THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL OF ITS INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THE BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH, GROSS NEGLIGENCE FAITH OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 9.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL OF ITS INDEMNIFIED LIABILITIES INCURRED BY ALL INDEMNITEES OR ANY INDEMNITEE. THE BORROWER FURTHER AGREES THAT NO INDEMNITEE SHALL HAVE ANY LIABILITY BASED ON ITS COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OR OTHERWISE TO THE BORROWER EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THEMSUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH INDEMNITEE HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, DEFEND AND HOLD HARMLESS EACH AGENT THE OTHER PARTIES AND LENDER, THEIR RESPECTIVE PARENTS AND OTHER AFFILIATES, AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEESSHAREHOLDERS, EMPLOYEES, AGENTS AND AGENTS EMPLOYEES (EACH, AN THE “INDEMNITEEINDEMNIFIED PARTY”), ) FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, DAMAGES, SUITS, JUDGMENTS, AND LIABILITIES OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS AND EXPERT WITNESS FEES, INJURIES TO OR SICKNESS OR DEATH OF ANY PERSON, LOSS OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL, AND ALL INDEMNIFIED LIABILITIESFOR THE CLEAN-UP OR REMEDIATION OF CONTAMINATION AND/OR ENVIRONMENTAL DAMAGE), CIVIL OR CRIMINAL FINES OR PENALTIES OR SIMILAR PAYMENTS, OR OTHER LOSSES NOT ENUMERATED ABOVE, CAUSED BY, ARISING OUT OF, OR IN ANY WAY INCIDENT TO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONNECTION WITH, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION RELATED TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT BREACH BY SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE PARTY (OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, SUCH PARTY’S EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR AGENTS SUBCONTRACTORS) OF ANY PORTION OF THAT PARTY’S OBLIGATIONS, COVENANTS, REPRESENTATIONS, OR WARRANTIES CONTAINED IN THIS AGREEMENT, OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN SUCH PARTY (OR ANY OFFICEROF SUCH PARTY’S EMPLOYEES, PARTNERAGENTS, DIRECTORREPRESENTATIVES, TRUSTEECONTRACTORS OR SUBCONTRACTORS) WITH REGARD TO THIS AGREEMENT OR ANY ACTIVITIES CONDUCTED BY SUCH PARTY (OR ANY OF SUCH PARTY’S EMPLOYEES, EMPLOYEE AGENTS, REPRESENTATIVES, CONTRACTORS OR AGENT SUBCONTRACTORS) PURSUANT TO THIS AGREEMENT. IT IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY AND THE LIABILITY ASSUMED UNDER IT BE WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY LOAN INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE; PROVIDED, NO PARTY AND THAT IS BROUGHT BY SHALL BE LIABLE IN RESPECT OF ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER CLAIM TO THE EXTENT IT IS LATER DETERMINED BY A FINALSAME RESULTED FROM THE GROSS NEGLIGENCE, NON-APPEALABLE ORDER WILLFUL MISCONDUCT OR JUDGMENT BAD FAITH OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMPARTY.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.0210.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN CREDIT PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND EACH LENDER, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF EACH AGENT AND EACH LENDER (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THE CREDIT PARTIES SHALL HAVE ANY NO OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTFAITH OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 10.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY CREDIT PARTIES SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS THEY ARE PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

Indemnity. (a) IN ADDITION BENEFICIARY SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE, NOR DOES IT HEREBY UNDERTAKE TO PERFORM OR DISCHARGE, ANY OBLIGATION, DUTY OR LIABILITY UNDER THE PAYMENT LEASES, OR UNDER OR BY REASON OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION THIS DEED OF COUNSEL), INDEMNIFY, PAYTRUST, AND GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR AND TO HOLD BENEFICIARY HARMLESS EACH AGENT OF AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESLIABILITY, IN ALL CASES, WHETHER LOSS OR NOT CAUSED BY DAMAGE WHICH IT MAY OR ARISING, IN WHOLE OR IN PART, OUT MIGHT INCUR UNDER ANY OF THE COMPARATIVELEASES OR UNDER OR BY REASON OF THIS ARTICLE 7 AND OF AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST IT BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, CONTRIBUTORYCOVENANTS OR AGREEMENTS CONTAINED IN ANY OF THE LEASES OR THIS DEED OF TRUST, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO EXCEPT FOR THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF BENEFICIARY. SHOULD BENEFICIARY INCUR ANY SUCH LIABILITY, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER LOSS OR JUDGMENT, OF THAT INDEMNITEE OR DAMAGE UNDER ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESTHE LEASES OR UNDER OR BY REASON OF THIS ARTICLE 7, OR AGENTS OR (II) TO IN THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT DEFENSE OF ANY LOAN PARTY SUCH CLAIMS OR DEMANDS, THE AMOUNT THEREOF, INCLUDING ALL COSTS, EXPENSES AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEEREASONABLE ATTORNEYS’ FEES, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYSHALL BE SECURED HEREBY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, GRANTOR SHALL REIMBURSE BENEFICIARY THEREFOR (WITH INTEREST THEREON AT THE APPLICABLE LOAN 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 THEMDEFAULT RATE) IMMEDIATELY UPON DEMAND.

Indemnity. BUYER HEREBY DEFENDS, INDEMNIFIES AND HOLDS SELLER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS EMPLOYEES AND AGENTS (a“INDEMNITEES”) HARMLESS FROM ANY AND ALL DAMAGE, COST, EXPENSE, CLAIM, DEMAND, INJURY, DEATH, LIABILITY, AND CAUSE OF ACTION OF EVERY KIND AND NATURE WHATSOEVER (COLLECTIVELY “CLAIMS”) ASSOCIATED WITH OR ARISING FROM THE EXISTENCE, OWNERSHIP AND/OR USE OF THE PROPERTY REGARDLESS OF ANY SUBSEQUENT TRANSFERS OR CHANGE IN ADDITION OWNERSHIP OF THE PROPERTY, OR ASSOCIATED WITH OR ARISING FROM BUYER’S REMOVAL OR DECONTAMINATION OPERATIONS OR TRANSPORTATION, STORAGE, OWNERSHIP, DISPOSAL AND USE OR RE-USE OF THE PROPERTY AND HANDLING OF ANY HAZARDOUS MATERIALS INCLUDING, WITHOUT LIMITATION ANY CLAIMS ARISING UNDER ENVIRONMENTAL LAWS (DEFINED ABOVE), ANY CLAIMS RELATED TO CONTAINMENT AND DISPOSAL OF PIPE COATING WASTE, AND ANY CLAIMS ASSOCIATED WITH OR ARISING FROM THE PAYMENT USE, MISUSE, OR FAILURE OF EXPENSES PURSUANT TO SECTION 10.02ANY HOIST, RIGGING BLOCKING, SCAFFOLDING, OR OTHER EQUIPMENT WHETHER OR NOT FURNISHED OR LOANED BY SELLER. THIS INDEMNIFICATION IS INTENDED TO CONFORM TO THE TRANSACTIONS CONTEMPLATED HEREBY SHALL AUTHORIZATION SET FORTH IN 42 U.S.C. §9607(E) AND IS EXPRESSLY INTENDED TO BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, EFFECTIVE WHETHER OR NOT CAUSED BY SELLER WAS OR ARISINGIS CLAIMED TO BE PASSIVELY, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONCURRENTLY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYACTIVELY NEGLIGENT, AND HOLD HARMLESS SET FORTH IN REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON SELLER. THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE INDEMNIFICATION SHALL SURVIVE ANY TERMINATION OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMTHIS AGREEMENT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RECIPIENT SHALL AND DOES AGREE TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYDEFEND, PROTECT AND HOLD HARMLESS EACH AGENT AND LENDERSAVE TI, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, SERVANTS, AGENTS, AFFILIATES, SUBCONTRACTORS, SUCCESSORS AND AGENTS ASSIGNS (EACHCOLLECTIVELY, AN THE “INDEMNITEEINDEMNIFIED PERSONS”), HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, CAUSES OF ACTION, SUITS, DEMANDS, LOSSES, JUDGMENTS, INCIDENTAL, CONSEQUENTIAL, DIRECT AND INDIRECT DAMAGES, PENALTIES, FINES, LIABILITIES, IN ALL CASESCOSTS AND EXPENSES, WHETHER OR NOT CAUSED BY OR ARISING(INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, IN WHOLE OR IN PARTCONSULTANTS’ FEES, COURT COSTS AND EXPENSES) (“CLAIMS”), ARISING OUT OF OR RELATED IN ANY WAY TO: (i) RECIPIENT’S FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE COMPARATIVEUSE OF THE ITEMS PURCHASED HEREUNDER, CONTRIBUTORYINCLUDING BUT NOT LIMITED TO THE MANUFACTURE, SELECTION, DELIVERY, INSTALLATION, DECONTAMINATION, DE-INSTALLATION, DISASSEMBLY, RIGGING, CRATING, PACKAGING, LOADING, TRANSPORTATION, POSSESSION, USE OR OPERATION OF SUCH ITEMS BY RECIPIENT, ITS VENDOR(S), EMPLOYEES, SUBCONTRACTORS, SERVANTS OR AGENTS; (ii) ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY IN TORT, OR SOLE NEGLIGENCE BREACH OF SUCH INDEMNITEEANY WARRANTY, EXPRESS OR IMPLIED, OF RECIPIENT, ITS CONTRACTORS, SUBCONTRACTORS, SERVANTS, OR AGENTS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL OVER; PROVIDED(iii) FAILURE OF RECIPIENT, ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SERVANTS, OR AGENTS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS ON OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT; OR (iv) BREACH BY RECIPIENT, ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SERVANTS OR AGENTS OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (COLLECTIVELY, THE “LIABILITIES”), PROVIDED THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES RECIPIENT IS (I) TO THE EXTENT PROMPTLY NOTIFIED AND FURNISHED A COPY OF SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHCLAIM, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO GIVEN ALL EVIDENCE IN TEXAS INSTRUMENTS’ POSSESSION, CUSTODY OR CONTROL AND CONSTITUTING THE EXTENT BASIS FOR SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTIONAND (III) GIVEN REASONABLE ASSISTANCE IN AND SOLE CONTROL OF THE DEFENSE THEREOF AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE. SUCH LIABILITIES INCLUDE, LITIGATIONBUT ARE NOT LIMITED TO, INVESTIGATION INJURIES TO, SICKNESS OR OTHER PROCEEDING THAT DOES NOT ARISE FROM DEATH OF ANY ACT OR OMISSION BY ANY LOAN PARTY PERSON (INCLUDING RECIPIENT’S OR ANY OFFICERSUBCONTRACTOR’S EMPLOYEES), PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE CLAIMS BASED ON STRICT LIABILITY AND CLAIMS FOR PROPERTY LOSS OR AGENT DAMAGE TO REAL AND/OR TANGIBLE PERSONAL PROPERTY. THE OBLIGATIONS OF RECIPIENT UNDER THIS INDEMNIFICATION PROVISION SHALL APPLY TO ALL CLAIMS AND ALL LIABILITIES EVEN IF SUCH CLAIMS OR LIABILITIES ARE CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE OR STRICT LIABILITY OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING INDEMNIFIED PERSON. THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH INDEMNIFICATION PROVISIONS IN THIS SECTION 10.03 MAY SHALL NOT BE UNENFORCEABLE IN WHOLE LIMITED BY A LIMITATION ON THE AMOUNT OR IN PART BECAUSE THEY ARE VIOLATIVE TYPE OF ANY LAW DAMAGES, COMPENSATION OR PUBLIC POLICYBENEFITS PAYABLE BY OR FOR RECIPIENT UNDER WORKER’S COMPENSATION ACTS, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. NOTWITHSTANDING ANYTHING TO THE PAYMENT AND SATISFACTION CONTRARY, THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTHIS CONTRACT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY CLIENT AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYINDEMNIFY AND HOLD THE CITY, PAYITS OFFICERS, AGENTS, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND HARMLESS AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, IN ALL CASESLAWSUITS, WHETHER JUDGMENTS, COST AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR NOT CAUSED OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR ARISINGPERSONS, IN WHOLE OR IN PART, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CLIENT’S BREACH OF ANY OF THE COMPARATIVE, CONTRIBUTORYTERMS OR PROVISIONS OF THIS AGREEMENT, OR SOLE NEGLIGENCE BY ANY OTHER NEGLIGENT OR STRICTLY LIABLE ACT OR OMISSION OF SUCH INDEMNITEE; PROVIDEDCLIENT, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERSAGENTS, DIRECTORSEMPLOYEES OR SUBCONTRACTORS, TRUSTEESIN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE CITY, EMPLOYEESITS OFFICERS, AGENTS, EMPLOYEES OR AGENTS OR (II) SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OF THE CLIENT AND THE CITY, RESPONSIBILITY AND LIABILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMCITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, ACTIONCONTRACTUAL OR OTHERWISE, LITIGATION, INVESTIGATION TO ANY OTHER PERSON OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYENTITY, AND HOLD HARMLESS SET FORTH IN SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMCONTRACT. Maintenance of the insurance required under this Agreement shall not limit Client’s obligations under this Article.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, AND AGENTS SUCCESSORS AND ASSIGNS (EACH, AN “INDEMNITEE”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED ACTUAL LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND REASONABLE LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER OR SUCH OTHER INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ARISING, IN WHOLE OR IN PART, OUT ANY OF THE COMPARATIVEOTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS, CONTRIBUTORYCOVENANTS OR WARRANTIES TO BE TRUE AND CORRECT; OR (D) ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR SOLE NEGLIGENCE MEMBER OF SUCH INDEMNITEE; PROVIDEDBORROWER, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER CONTRACTOR, SUBCONTRACTOR OR MATERIALS SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) OF THE PROPERTY; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHLOSSES, GROSS NEGLIGENCE DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS, OR WILLFUL MISCONDUCT, AS LEGAL OR OTHER EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALBY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. BORROWER SHALL PROMPTLY PAY TO LENDER UPON DEMAND (WHICH DEMAND SHALL BE GIVEN PROMPTLY PROVIDED FAILURE TO PROMPTLY DELIVER SUCH DEMAND SHALL NOT ADVERSELY AFFECT LENDER’S RIGHTS HEREUNDER) ANY AMOUNTS OWING UNDER THIS INDEMNITY, NON-APPEALABLE ORDER OR JUDGMENT, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) INTEREST APPLICABLE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT PRINCIPAL BALANCE OF ANY LOAN PARTY THE NOTE. BORROWER’S DUTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE INDEMNITEES SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, SECURITY FOR THE APPLICABLE LOAN 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 THEMLOAN.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS PROVIDED BY BELOW, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED APPLICANT HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDERDEFEND THE CITY, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS AND AGENTS EMPLOYEES (EACH, AN “INDEMNITEE”), COLLECTIVELY THE CITY INDEMNITEES) FROM AND AGAINST ANY ALL CLAIMS, DAMAGES, LOSSES AND ALL INDEMNIFIED LIABILITIESEXPENSES, IN ALL CASESINCLUDING BUT NOT LIMITED TO, WHETHER ATTORNEYS’ FEES, ARISING OUT OF OR NOT CAUSED BY RESULTING FROM BODILY INJURY OR ARISINGDEATH OF A PERSON OR PROPERTY DAMAGE, IN WHOLE INCLUDING THE LOSS OF USE OF PROPERTY, ARISING OR ALLEGED TO ARISE OUT OF OR IN PART, OUT OF ANY WAY RELATED TO THIS AGREEMENT OR THE COMPARATIVE, CONTRIBUTORYAPPLICANT’S PARTICIPATION IN THE GRANT PROGRAM, OR SOLE NEGLIGENCE DUE TO THE VIOLATION OF SUCH INDEMNITEE; PROVIDEDANY ORDINANCE, THAT NO LOAN PARTY SHALL HAVE REGULATION, STATUTE, OR OTHER LEGAL REQUIREMENT BY APPLICANT, IT’S SUB- CONTRACTORS, OR ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) OF THEIR AGENTS AND EMPLOYEES, BUT ONLY TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE CAUSED IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY INTENTIONAL OR NEGLIGENT ACT OR OMISSION OF THE APPLICANT, IT’S SUB-CONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE APPLICANT, IT’S SUB-CONTRACTORS OR ANYONE FOR WHOSE ACTS THE APPLICANT OR SUB- CONTRACTOR MAY BE LIABLE. IN ADDITION TO THE INDEMNIFICATION PROVIDED ABOVE, APPLICANT HEREBY INDEMNIFIES, AND HOLDS HARMLESS THE CITY INDEMNITEES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, OR EXPENSE AND ATTORNEYS’ FEES ARISING OUT OF OR RELATING TO ANY CLAIM AGAINST THE CITY INDEMNITEES ASSERTING INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT IN CONNECTION WITH THE USE OR DISTRIBUTION OF ANY LAW AUDIO, VIDEO AND/OR PUBLIC POLICYWRITTEN MATERIAL IN CONNECTION WITH THE ADVERTISEMENT BY OR THROUGH THE APPLICANT, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW IT’S SUBCONTRACTORS OR IT’S CONSULTANTS, EXCEPT TO THE PAYMENT AND SATISFACTION EXTENT THE INFRINGEMENT IS CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTHE CITY INDEMNITEES.

Indemnity. (a) IN ADDITION BENEFICIARY SHALL NOT BE OBLIGATED TO THE PAYMENT PERFORM OR DISCHARGE, NOR DOES IT HEREBY UNDERTAKE TO PERFORM OR DISCHARGE, ANY OBLIGATION, DUTY OR LIABILITY UNDER ANY LEASES WHICH WERE NOT CONSENTED TO BY BENEFICIARY, OR UNDER OR BY REASON OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION THIS DEED OF COUNSEL), INDEMNIFY, PAYTRUST, AND GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR AND TO HOLD BENEFICIARY HARMLESS EACH AGENT OF AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESLIABILITY, IN ALL CASES, WHETHER LOSS OR NOT CAUSED BY DAMAGE WHICH IT MAY OR ARISING, IN WHOLE OR IN PART, OUT MIGHT INCUR UNDER ANY OF THE COMPARATIVELEASES WHICH WERE NOT CONSENTED TO BY BENEFICIARY OR UNDER OR BY REASON OF THIS ARTICLE 6 AND OF AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST IT BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, CONTRIBUTORYCOVENANTS OR AGREEMENTS CONTAINED IN ANY OF THE LEASES OR THIS DEED OF TRUST, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO EXCEPT FOR THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF BENEFICIARY. SHOULD BENEFICIARY INCUR ANY SUCH LIABILITY, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER LOSS OR JUDGMENT, OF THAT INDEMNITEE OR DAMAGE UNDER ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESTHE LEASES WHICH WERE NOT CONSENTED TO BY BENEFICIARY OR UNDER OR BY REASON OF THIS ARTICLE 6, OR AGENTS OR (II) TO IN THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT DEFENSE OF ANY LOAN PARTY SUCH CLAIMS OR DEMANDS, THE AMOUNT THEREOF, INCLUDING ALL COSTS, EXPENSES AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEEREASONABLE ATTORNEYS' FEES, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYSHALL BE SECURED HEREBY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, GRANTOR SHALL REIMBURSE BENEFICIARY THEREFOR (WITH INTEREST THEREON AT THE APPLICABLE LOAN 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 THEMDEFAULT RATE) IMMEDIATELY UPON DEMAND.

Indemnity. (a) IN ADDITION THE SUPPLIER REPRESENTS AND WARRANTS TO THE PAYMENT CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR IN ACCORDANCE WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE, DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION ANY KIND OF COUNSEL), INDEMNIFY, PAYANY THIRD PARTY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL CLAIMS HAVE BEEN MADE BY ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER PERSON OR ENTITY WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM OWNERSHIP OR OPERATION OF THE BAD FAITHINTELLECTUAL PROPERTY. MOREOVER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT CONTRACTOR DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT KNOW OF ANY LOAN PARTY AND THAT IS BROUGHT BY VALID BASIS FOR ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEESUCH CLAIMS. THE CONTRACTOR SHALL, BY ACCEPTING THE BENEFITS HEREOFAT ITS SOLE EXPENSE, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYAND HOLD THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND HOLD HARMLESS SET FORTH IN COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY LAW THIRD PARTY, OR PUBLIC POLICYTHE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE APPLICABLE LOAN PARTY CITY SHALL CONTRIBUTE HAVE THE MAXIMUM PORTION THAT IT IS PERMITTED RIGHT TO PAY AND SATISFY UNDER APPLICABLE LAW MONITOR SUCH CLAIM OR AT ITS OPTION ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO-COUNSEL ON THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMCITY'S BEHALF. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes.

Indemnity. (a) IN ADDITION a. TO THE PAYMENT FULLEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW AND WHETHER ARISING OUT OF EXPENSES PURSUANT TO SECTION 10.02CONTRACT, TORT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF CONTRACT, STRICT LIABILITY, THE NEGLIGENCE OR FAULT OF ANY PERSON, PARTIES, OR ENTITIES, AND/OR ANY CAUSE WHATSOEVER, AND IRRESPECTIVE OF ANY PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY LATENT OR WHETHER ANY INDEMNITEE HEREUNDER MAY BE ALLEGED OR PROVEN TO HAVE BEEN NEGLIGENT (WHETHER SUCH NEGLIGENCE BE ACTIVE, PASSIVE, JOINT, CONCURRENT, COMPARATIVE, OR CONTRIBUTING) OR OTHERWISE LEGALLY LIABLE (WITH OR WITHOUT FAULT OR WHETHER STRICTLY LIABLE OR IN BREACH OF ANY WARRANTY): (i) CONTRACTOR SHALL BE CONSUMMATEDPROTECT, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDERCOMPANY, THEIR ITS AFFILIATES, SUBSIDIARIES, JOINT VENTURERS, CO-OWNERS, CONTRACTORS, SUCCESSORS AND EACH OF ASSIGNS AND ITS AND THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS AND AGENTS INSURERS (EACH, AN the “INDEMNITEECompany Group”), FROM AND ) AGAINST ANY LOSS, LIABILITY OR DAMAGE INCIDENT TO CLAIMS, DEMANDS OR CAUSES OF ACTION OF EVERY KIND AND ALL INDEMNIFIED LIABILITIESCHARACTER WHATSOEVER RELATED TO OR ARISING IN CONNECTION WITH BODILY INJURY, IN ALL CASESILLNESS, WHETHER DEATH, DAMAGE TO OR NOT CAUSED BY LOSS OF PROPERTY OF CONTRACTOR, CONTRACTOR’S EMPLOYEES, CONTRACTOR’S CONTRACTORS OR ARISINGTHEIR EMPLOYEES, IN WHOLE OR IN PART, AND CONTRACTOR’S INVITEES ARISING OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE RESULTING FROM THE BAD FAITHPERFORMANCE OF (OR THE FAILURE TO PERFORM UNDER) THIS AGREEMENT; AND (ii) COMPANY SHALL PROTECT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH CONTRACTOR, ITS AFFILIATES, SUBSIDIARIES, JOINT VENTURERS, CO-OWNERS, CONTRACTORS, SUCCESSORS AND ASSIGNS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND INSURERS (the “Contractor Group”) AGAINST ANY LOSS, LIABILITY OR DAMAGE INCIDENT TO CLAIMS, DEMANDS OR CAUSES OF ACTION OF EVERY KIND AND CHARACTER WHATSOEVER RELATED TO OR ARISING IN CONNECTION WITH BODILY INJURY, ILLNESS, DEATH, DAMAGE TO OR LOSS OF PROPERTY OF COMPANY, COMPANY’S EMPLOYEES, COMPANY’S CONTRACTORS OR THEIR EMPLOYEES, AND COMPANY’S INVITEES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OF (OR THE FAILURE TO PERFORM UNDER) THIS SECTION 10.03 MAY BE UNENFORCEABLE AGREEMENT. THIS, AND ALL OTHER, INDEMNITY PROVISIONS CONTAINED HEREIN SHALL HAVE NO APPLICATION IN WHOLE THE EVENT THAT THE EVENT GIVING RISE TO ANY CLAIM, DEMAND, CAUSE OF ACTION, OR IN PART BECAUSE THEY ARE VIOLATIVE LIABILITY ARISES FROM THE SOLE OR GROSS NEGLIGENCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMINDEMNITEE.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02SUPPLIER SHALL RELEASE, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDDEFEND, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT BUYER GROUP FROM AND LENDERAGAINST ALL CLAIMS, THEIR AFFILIATESFOR INJURY TO, SICKNESS OR DEATH OF ANY MEMBER OF SUPPLIER GROUP OR FOR DAMAGE TO PROPERTY OF ANY MEMBER OF SUPPLIER GROUP, ARISING OUT OF OR IN CONNECTION WITH THE WORK DONE BY SUPPLIER UNDER THIS AGREEMENT. SUPPLIER SHALL DEFEND, INDEMNIFY AND EACH HOLD HARMLESS BUYER GROUP AND USER OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), THE GOODS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS IMPOSED ON, INCURRED OR ASSERTED AGAINST BUYER GROUP ON ACCOUNT OF BODILY INJURY OR DEATH OR PROPERTY DAMAGE OR DESTRUCTION, OR RESULTING FROM ANY ALLEGED DEFECT IN ALL CASESTHE GOODS, WHETHER LATENT OR NOT CAUSED BY PATENT, INCLUDING WITHOUT LIMITATION ALLEGEDLY IMPROPER CONSTRUCTION OR ARISINGDESIGN, IN WHOLE OR IN PARTFROM THE FAILURE OF THE GOODS TO COMPLY WITH SPECIFICATIONS OR WITH ANY EXPRESS OR IMPLIED WARRANTIES OF SUPPLIER, OR ARISING OUT OF THE COMPARATIVEALLEGED VIOLATION OF ANY STATUTE, CONTRIBUTORYORDINANCE, ADMINISTRATIVE ORDER, RULE OR SOLE NEGLIGENCE REGULATION CONNECTED WITH THE MANUFACTURE OR SALE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) GOODS TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM CAUSED BY SUPPLIER. FOR THE BAD FAITHPURPOSES OF THIS PARAGRAPH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED "GOODS" SHALL BE DEEMED TO INCLUDE ANY PACKAGING AND ANCILLARY SERVICES SUPPLIED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMSUPPLIER.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATESITS DIRECTORS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERSMEMBERS, DIRECTORS, TRUSTEESMANAGERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ARISING, IN WHOLE OR IN PART, OUT ANY OF THE COMPARATIVEOTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER'S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR (D) ANY ACT OR OMISSION BY BORROWER, CONTRIBUTORYANY CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDMATERIAL SUPPLIER, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) OF THE PROPERTY OR IMPROVEMENTS, EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM CAUSED OR CONTRIBUTED TO BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF LENDER. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, AS DETERMINED BY A COURT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) INTEREST APPLICABLE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT PRINCIPAL BALANCE OF ANY LOAN PARTY THE NOTE. BORROWER'S DUTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION DEED OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTRUST.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDERTHE COMMITTEE, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED BY OR ARISINGOTHER EXPENSES (INCLUDING, IN WHOLE OR IN PARTWITHOUT LIMITATION, OUT OF THE COMPARATIVEREASONABLE ATTORNEY FEES AND EXPENSES), CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE EXCEPT ARISING SOLELY FROM THE BAD FAITH, COMMITTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHICH THE COMMITTEE MAY INCUR AS DETERMINED A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER'S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY XXXXXXXX, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY LOAN PARTY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OF THE PROPERTY OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER IMPROVEMENTS. XXXXXXXX SHALL IMMEDIATELY PAY TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)COMMITTEE UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY. TO THE EXTENT THAT THE UNDERTAKINGS XXXXXXXX'S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE THE COMMITTEE SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICYTHE DEED OF TRUST. With respect to principal and interest owed on the Note, THE APPLICABLE LOAN 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 THEMthe foregoing indemnification obligation is subject to the limitations on recourse in the Note and Deed of Trust.

Indemnity. (a) IN ADDITION 10.01 TO THE PAYMENT OF EXPENSES PURSUANT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONSTRUCTION MANAGER AND ITS AGENTS, PARTNERS, EMPLOYEES, AND CONSULTANTS (COLLECTIVELY “INDEMNITORS”) SHALL AND DO AGREE TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND WITH COUNSEL APPROVED BY OWNER, AND HOLD HARMLESS EACH AGENT THE OWNER AND LENDERTHE LONE STAR COLLEGE, THEIR AFFILIATESITS AFFILIATED ENTERPRISES, REPRESENTATIVES OF THE OWNER, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESPARTNERS, EMPLOYEES AND AGENTS (EACH, AN COLLECTIVELY “INDEMNITEEINDEMNITEES”), ) FROM AND AGAINST ANY ALL CLAIMS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND ALL INDEMNIFIED EXPENSES, INCLUDING ATTORNEY FEES, (COLLECTIVELY “LIABILITIES”) ARISING OUT OF, IN ALL CASESCAUSED BY, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT RESULTING FROM THE PERFORMANCE OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE SERVICES OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE PART THEREOF WHICH ARE CAUSED IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY NEGLIGENT OR WILLFUL ACT OR OMISSION OF THE CONSTRUCTION MANAGER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY IT OR ANYONE FOR WHOSE ACTS IT MAY BE LIABLE EVEN IF IT IS CAUSED IN PART BY THE NEGLIGENCE OR OMISSION OF ANY LAW OR PUBLIC POLICYINDEMNITEE, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT SO LONG AS IT IS PERMITTED TO PAY NOT CAUSED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IN THE EVENT MORE THAN ONE OF THE INDEMNITORS ARE CONNECTED WITH AN ACCIDENT OR OCCURRENCE COVERED BY THIS INDEMNIFICATION, THEN EACH OF SUCH INDEMNITORS SHALL BE JOINTLY AND SATISFY UNDER APPLICABLE LAW SEVERALLY RESPONSIBLE TO THE PAYMENT INDEMNITEES FOR INDEMNIFICATION AND SATISFACTION THE ULTIMATE RESPONSIBILITY AMONG SUCH INDEMNITORS FOR THE LOSS AND EXPENSE OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES ANY SUCH INDEMNIFICATION SHALL BE SETTLED WITHOUT JEOPARDY TO ANY INDEMNITEE. THE PROVISIONS OF THIS ARTICLE SHALL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH OWNER OR ANY OF THEMTHE INDEMNITEES HAS BY LAW.

Indemnity. (a) IN ADDITION 9. 1.1 TO THE PAYMENT EXTENT CLAIMS, DAMAGES, LOSSES OR EXPENSES ARE NOT COVERED BY INSURANCE PURCHASED BY THE CONSTRUCTION MANAGER UNDER 9.4, THE CONSTRUCTION MANAGER WILL INDEMNIFY AND HOLD HARMLESS THE OWNER FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, ARISING OUT OF EXPENSES PURSUANT OR RESULTING FROM PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ATTRIBUTABLE TO SECTION 10.02BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY, (except damage to the Work itself which is insured under the Property Insurance for the Project pursuant to 9.4.1,) BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSTRUCTION MANAGER, A TRADE CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN PART BY A PARTY INDEMNIFIED HEREUNDER. SUCH OBLIGATION WILL NOT BE CONSUMMATEDCONSTRUED TO NEGATE, EACH LOAN ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY WHICH WOULD OTHERWISE EXIST AS TO A PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND OR PERSON DESCRIBED IN THIS PARAGRAPH. IN CLAIMS AGAINST ANY AND ALL PERSON OR ENTITY INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED UNDER THIS PARAGRAPH BY OR ARISING, IN WHOLE OR IN PART, OUT AN EMPLOYEE OF THE COMPARATIVECONSTRUCTION MANAGER, CONTRIBUTORYA TRADE CONTRACTOR, ANYONE DIRECTLY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDINDIRECTLY EMPLOYED BY THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, THAT NO LOAN PARTY SHALL HAVE ANY THE INDEMNIFICATION OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED UNDER THIS PARAGRAPH WILL NOT BE LIMITED BY A COURT LIMITATION ON AMOUNT OR TYPE OF COMPETENT JURISDICTION IN DAMAGES, CO M P E NS A FINALT I O N O R B E NE F I T S P A Y A B L E BY O R F O R TH E CONSTRUCTI ON M AN AG ER OR A XX XXX CONTR ACTO R UNDER WORKERS' COMPENSATION ACTS, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION DISABILITY BENEFIT ACTS OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMBENEFIT ACTS.

Indemnity. 65 73 (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS EACH THE ADMINISTRATIVE AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO OR SUCH PROCEEDING SHALL HAVE ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE), ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF BORROWER, THE PARENT, ANY SUBSIDIARY OF THE BORROWER, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF BORROWER, THE PARENT, ANY SUBSIDIARY OF THE BORROWER, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, IN EACH CASE RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE LOAN PAPERS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR ATTENDANT THERETO AND THE MANAGEMENT OF THE ADVANCES BY THE ADMINISTRATIVE AGENT, INCLUDING IN CONNECTION WITH, OR ARISINGAS A RESULT, IN WHOLE OR IN PART, OUT OF ANY NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS INVOLVING A CLAIM BY A PARTICIPANT PURCHASER AGAINST ANY LENDER AND NOT BORROWER), OR THE USE OR INTENDED USE OF THE COMPARATIVE, CONTRIBUTORYPROCEEDS OF THE ADVANCES HEREUNDER, OR SOLE NEGLIGENCE IN CONNECTION WITH ANY INVESTIGATION OF SUCH INDEMNITEE; PROVIDEDANY POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING ANY CLAIM OR LIABILITY THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO ARISES AS THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM RESULT OF THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL(COLLECTIVELY, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH "INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETOMATTERS"). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.029.5, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY THE BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND EACH LENDER, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF EACH AGENT AND EACH LENDER (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THE BORROWER SHALL HAVE ANY NO OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTFAITH OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 9.6 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

Indemnity. (a) DEBTOR AGREES TO INDEMNIFY, REIMBURSE, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) (FOR THE PURPOSES OF THIS SECTION ALL OF THE FOREGOING ARE COLLECTIVELY CALLED “EXPENSES”) OF WHATSOEVER KIND OR NATURE WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY ANY OF SUCH INDEMNITEES IN ADDITION ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE PAYMENT DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR IN ANY OTHER WAY CONNECTED WITH THE ADMINISTRATION OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS OF OR THE PRESERVATION OF ANY RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF ANY INDEMNITEE; PROVIDED THAT NO SUCH INDEMNITEE SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES INDEMNIFIED PURSUANT TO DEFEND (SUBJECT THIS SECTION FOR EXPENSES TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), THE EXTENT ARISING FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER THE WILLFUL MISCONDUCT AND/OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE GROSS NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO EACH GRANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ADMINISTRATIVE AGENT, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, ISSUING LENDER AND EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, LENDER AND EACH OF THEIR AFFILIATES AND EACH THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, AND AGENTS ADVISORS (EACH, AN “INDEMNITEE”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) 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 (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE APPLICABLE INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHCLAIM, GROSS NEGLIGENCE DAMAGE, LOSS, LIABILITY, COST, OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION JUDGMENT BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT TO HAVE RESULTED FROM SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE INDEMNITEE’S GROSS NEGLIGENCE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMWILLFUL MISCONDUCT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY LOAN PARTY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICEROF THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INTEREST APPLICABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT PRINCIPAL BALANCE OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)THE NOTE. TO THE EXTENT THAT THE UNDERTAKINGS BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE OR IN PART BECAUSE THEY ARE VIOLATIVE RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION DEED OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTRUST.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO SECTION 10.02THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR NOT OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE TRANSACTIONS CONTEMPLATED GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY SHALL BE CONSUMMATEDAGREE TO INDEMNIFY TRUSTEE, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, BENEFICIARY AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESINDEMNIFIED PARTIES FOR, AND AGENTS (EACHTO HOLD THEM HARMLESS FROM, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED LIABILITIESPARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, IN ALL CASESINCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR NOT OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ARISINGBAD FAITH OF TRUSTEE, IN WHOLE BENEFICIARY OR IN PARTINDEMNIFIED PARTY. SHOULD TRUSTEE, OUT BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED TRUST. THE LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OF GRANTOR AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE 8.9 SHALL SURVIVE THE TERMINATION OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION THIS DEED OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTRUST.

Indemnity. (a) IN ADDITION 10.01 TO THE PAYMENT OF EXPENSES PURSUANT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GENERAL CONTRACTOR AND ITS AGENTS, PARTNERS, EMPLOYEES, AND CONSULTANTS (COLLECTIVELY "INDEMNITORS") SHALL AND DO AGREE TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND WITH COUNSEL APPROVED BY OWNER, AND HOLD HARMLESS EACH AGENT AND LENDERTHE OWNER ITS AFFILIATED ENTERPRISES, THEIR AFFILIATESREPRESENTATIVES OF THE OWNER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, REGENTS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN “INDEMNITEE”), COLLECTIVELY "INDEMNTTEES") FROM AND AGAINST AGATNST ALL CLAIMS, DAMAGES, LOSSES, LENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, INCLUDING ATTORNEY FEES, OF ANY AND ALL INDEMNIFIED NATURE, KIND, OR DESCRIPTION (COLLECTIVELY "LIABILITIES") OF ANY PERSON OR ENTITY WHOMSOEVER ARISING OUT OF, IN ALL CASESCAUSED BY, WHETHER OR RESULTING FROM THE PERFORMANCE OF THE SERVICES OR ANY PART THEREOF WHICH ARE INDEMNITEE, SO LONG AS IT IS NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF ANY INDEMNITEE, AS DETERMINED IN THE EVENT MORE SUCH INDEMNITORS SHALL BE JOINTLY AND SEVERALLY RESPONSIBLE TO THE INDEMNITEES FOR INDEMNIFICATION AND THE ULTIMATE RESPONSIBILITY AMONG SUCH INDEMNITORS FOR THE LOSS AND EXPENSE OF ANY SUCH INDEMNIFICATION SHALL BE SETTLED BY A COURT SEPARATE PROCEEDINGS AND WITHOUT JEOPARDY TO ANY INDEMNITEE. THE PROVISIONS OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER THIS ARTICLE SHALL NOT BE CONSTRUED TO ELIMINATE OR JUDGMENT, OF THAT INDEMNITEE REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH OWNER OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION INDEMNITIES HAS BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMLAW.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY VENDOR SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT SHIPPER AND LENDER, THEIR AFFILIATES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESAGENTS, AND AGENTS (EACH, AN “INDEMNITEE”), EMPLOYEES HARMLESS FROM AND AGAINST ANY ALL DIRECT AND ALL INDEMNIFIED LIABILITIESINDIRECT LOSS, IN ALL CASESLIABILITY, WHETHER DAMAGE, CLAIM, FINE, COST OR NOT CAUSED BY EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES AND COURT OR ARISINGARBITRATION COSTS, IN WHOLE ARISING OUT OF OR IN PARTANY WAY RELATED TO THE PERFORMANCE OF, OUT OR FAILURE TO PERFORM, THE SERVICES OR BREACH OF THIS AGREEMENT BY VENDOR, ANY SUBCONTRACTOR, OR ANY OF THEIR EMPLOYEES OR INDEPENDENT CONTRACTORS WORKING FOR VENDOR (COLLECTIVELY, THE "CLAIMS"), INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING FROM: PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE; POSSESSION, USE, MAINTENANCE, CUSTODY OR OPERATION OF THE COMPARATIVEEQUIPMENT; EMPLOYMENT STATUS OF VENDOR OR SUBCONTRACTOR EMPLOYEES AND/OR INDEPENDENT CONTRACTORS, CONTRIBUTORY(INCLUDING CLAIMS BY GOVERNMENTAL AGENCIES FOR UNEMPLOYMENT, INCOME OR SOLE NEGLIGENCE OF SUCH INDEMNITEEOTHER TAXES OR WORKERS' COMPENSATION); PROVIDED, HOWEVER, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) VENDOR'S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS CLAIMS ARE DETERMINED BY A JUDICIAL COURT OR COURT OF COMPETENT ARBITRATION HAVING APPROPRIATE JURISDICTION IN A FINAL, NON-APPEALABLE ORDER TO HAVE BEEN DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR JUDGMENT, INTENTIONAL MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) THE PARTY ENTITLED TO INDEMNITY. ALL PARTIES LISTED HEREIN AS ENTITLED TO THE EXTENT BENEFITS OF THIS PROVISION ARE INTENDED THIRD PARTY BENEFICIARIES HEREOF AND AS SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION ARE ENTITLED TO ENFORCE RIGHTS GRANTED BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMPROVISION DIRECTLY.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, DEFEND AND HOLD HARMLESS EACH AGENT THE OTHER PARTY AND LENDER, THEIR ITS PARENT AND OTHER AFFILIATES, AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEESSHAREHOLDERS, EMPLOYEES, AGENTS AND AGENTS EMPLOYEES (EACH, AN COLLECTIVELY “INDEMNITEEINDEMNIFIED PARTY”), ) FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, DAMAGES, SUITS, JUDGMENTS, AND LIABILITIES OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS AND EXPERT WITNESS FEES, INJURIES TO OR SICKNESS OR DEATH OF ANY PERSON, LOSS OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL, AND ALL INDEMNIFIED LIABILITIESFOR THE CLEAN-UP OR REMEDIATION OF CONTAMINATION AND/OR ENVIRONMENTAL DAMAGE), CIVIL OR CRIMINAL FINES OR PENALTIES OR SIMILAR PAYMENTS, OR OTHER LOSSES NOT ENUMERATED ABOVE, CAUSED BY, ARISING OUT OF, OR IN ANY WAY INCIDENT TO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONNECTION WITH, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION RELATED TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT BREACH BY SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE PARTY (OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, SUCH PARTY’S EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR AGENTS SUBCONTRACTORS) OF ANY PORTION OF THAT PARTY’S OBLIGATIONS, COVENANTS, REPRESENTATIONS, OR WARRANTIES CONTAINED IN THIS AGREEMENT, OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY NEGLIGENT ACT OR OMISSION BY ANY LOAN SUCH PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMSUCH PARTY’S EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR SUBCONTRACTORS) WITH REGARD TO THIS AGREEMENT OR ANY ACTIVITIES CONDUCTED BY SUCH PARTY (OR ANY OF SUCH PARTY’S EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR SUBCONTRACTORS) PURSUANT TO THIS AGREEMENT.

Indemnity. (aA) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS EACH ADMINISTRATIVE AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO OR SUCH PROCEEDING SHALL HAVE ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE), ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF THE PARENT, THE BORROWER, ANY RESTRICTED SUBSIDIARY OF THE BORROWER OR THE PARENT, ANY OTHER RESTRICTED SUBSIDIARY, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF THE PARENT, THE BORROWER, ANY RESTRICTED SUBSIDIARY OF THE BORROWER OR PARENT, ANY OTHER RESTRICTED SUBSIDIARY, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, IN EACH CASE RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE LOAN PAPERS OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR ATTENDANT THERETO AND THE MANAGEMENT OF THE ADVANCES BY THE ADMINISTRATIVE AGENT, INCLUDING IN CONNECTION WITH, OR ARISINGAS A RESULT, IN WHOLE OR IN PART, OUT OF ANY NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS INVOLVING A CLAIM BY A PARTICIPANT PURCHASER AGAINST ANY LENDER AND NOT THE BORROWER), OR THE USE OR INTENDED USE OF THE COMPARATIVE, CONTRIBUTORYPROCEEDS OF THE ADVANCES HEREUNDER, OR SOLE NEGLIGENCE IN CONNECTION WITH ANY INVESTIGATION OF SUCH INDEMNITEE; PROVIDEDANY POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING ANY CLAIM OR LIABILITY THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO ARISES AS THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM RESULT OF THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL(COLLECTIVELY, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH "INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETOMATTERS"). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY COMPANY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS EACH ADMINISTRATIVE AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO OR SUCH PROCEEDING SHALL HAVE ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE), ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF COMPANY, ANY SUBSIDIARY OF COMPANY, ANY AFFILIATE OF COMPANY OR ANY PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF COMPANY, ANY SUBSIDIARY OF COMPANY, ANY AFFILIATE OF COMPANY OR ANY PREDECESSORS IN INTEREST, IN EACH CASE RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE LOAN PAPERS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR ATTENDANT THERETO AND THE MANAGEMENT OF THE ADVANCES BY ADMINISTRATIVE AGENT, EXPRESSLY INCLUDING IN CONNECTION WITH, OR ARISINGAS A RESULT, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYORDINARY OR MERE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER, OR SOLE NEGLIGENCE THE USE OR INTENDED USE OF SUCH INDEMNITEE; PROVIDEDTHE PROCEEDS OF THE ADVANCES HEREUNDER, THAT NO LOAN PARTY SHALL HAVE OR IN CONNECTION WITH ANY OBLIGATION TO INVESTIGATION OF ANY INDEMNITEE HEREUNDER WITH RESPECT TO POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING ANY INDEMNIFIED LIABILITIES (I) CLAIM OR LIABILITY TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM IT ARISES AS THE BAD FAITH, RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL(COLLECTIVELY, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH "INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETOMATTERS"). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02Neither Landlord or Building Manager nor any of their respective officers, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED directors, employees, or agents shall be liable to Tenant, or to Tenant's agents, servants, employees, customers, licensees, or invitees for any injury to person or damage to property caused by any act, omission, or neglect of Tenant, its agents, servants, employees, customers, invitees, licensees or any other person entering the Building or upon the Property under the invitation of Tenant or arising out of the use of the Property, Building or Premises by Tenant and the conduct of its business or out of a default by Tenant in the performance of its obligations hereunder. TENANT HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFIES AND HOLD HARMLESS EACH AGENT HOLDS LANDLORD AND LENDER, THEIR AFFILIATES, BUILDING MANAGER AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”"INDEMNITEES"), HARMLESS FROM ALL LIABILITY AND AGAINST CLAIMS FOR ANY AND ALL INDEMNIFIED LIABILITIESPROPERTY DAMAGE, OR BODILY INJURY OR DEATH OF, OR PERSONAL INJURY TO, A PERSON IN ALL CASESOR ON THE PREMISES, WHETHER OR NOT CAUSED BY AT ANY OTHER PLACE, INCLUDING THE PROPERTY OR ARISINGTHE BUILDING, CAUSED, IN WHOLE OR IN PART, OUT OF BY THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF TENANT, AS DETERMINED BY A COURT ITS EMPLOYEES, AGENTS, SERVANTS, CUSTOMERS, INVITEES OR LICENSEES AND THIS INDEMNITY SHALL BE ENFORCEABLE TO THE FULL EXTENT WHETHER OR NOT SUCH LIABILITY AND CLAIMS ARE THE RESULT OF COMPETENT JURISDICTION IN A FINALTHE SOLE, NON-APPEALABLE ORDER JOINT OR JUDGMENTCONCURRENT ACTS, NEGLIGENT OR INTENTIONAL, OR OTHERWISE, OF THAT INDEMNITEE TENANT, OR ITS EMPLOYEES, AGENTS, SERVANTS, CUSTOMERS, INVITEES OR LICENSEES. SUCH INDEMNITY FOR THE BENEFIT OF INDEMNITEES SHALL BE ENFORCEABLE EVEN IF INDEMNITEES, OR ANY ONE OR MORE OF ITS OFFICERSTHEM HAVE OR HAS CAUSED OR PARTICIPATED IN CAUSING SUCH LIABILITY AND CLAIMS BY THEIR JOINT OR CONCURRENT ACTS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESNEGLIGENT OR INTENTIONAL, OR AGENTS OR OTHERWISE. Landlord will indemnify and hold Tenant harmless from and against any claims, losses, demands, liabilities, damages, and expenses (IIincluding legal fees) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMcaused by the willful misconduct or gross negligence of Landlord, ACTIONits agents, LITIGATIONservants, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMand employees.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)PARTY, INDEMNIFYJOINTLY AND SEVERALLY, PAYINDEMNIFY AND SHALL --------- SAVE, AND HOLD HARMLESS EACH AGENT THE BANK AND LENDERTHE BANK'S DIRECTORS, THEIR AFFILIATESOFFICERS, ATTORNEYS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS EMPLOYEES (EACHINDIVIDUALLY, AN “"INDEMNITEE”)" AND COLLECTIVELY, THE "INDEMNITEES") HARMLESS FROM AND AGAINST THE FOLLOWING (EACH A "CLAIM"): (I) ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, IN DEMANDS, ACTIONS, OR CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON IF THE CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO A CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION THAT THE PERSON ASSERTS OR MAY ASSERT AGAINST A LOAN PARTY (II) ANY AND ALL CASESCLAIMS, WHETHER DEMANDS, ACTIONS OR NOT CAUSED BY CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE IF THE CLAIM, DEMAND, ACTION OR ARISINGCAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO THE COMMITMENT, IN WHOLE OR IN PART, OUT THE USE OF PROCEEDS OF THE COMPARATIVE, CONTRIBUTORYLOANS, OR SOLE NEGLIGENCE THE RELATIONSHIP OF SUCH INDEMNITEE; PROVIDED, THAT NO A LOAN PARTY SHALL HAVE AND THE BANK UNDER THIS AGREEMENT OR ANY OBLIGATION TRANSACTION CONTEMPLATED PURSUANT TO THIS AGREEMENT; (III) ANY INDEMNITEE HEREUNDER WITH RESPECT ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED TO ANY INDEMNIFIED LIABILITIES A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DESCRIBED IN CLAUSES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM ABOVE; AND, (IV) ANY AND ALL LIABILITIES, LOSSES, REASONABLE COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT RESULT OF ANY OF THE FOREGOING. IF ANY CLAIM IS ASSERTED AGAINST ANY INDEMNITEE, THE INDEMNITEE SHALL PROMPTLY NOTIFY THE BORROWERS, BUT THE FAILURE TO SO PROMPTLY NOTIFY THE BORROWERS SHALL NOT AFFECT THE LOAN PARTY PARTIES' OBLIGATIONS UNDER -43- THIS SECTION UNLESS SUCH FAILURE MATERIALLY PREJUDICES THE LOAN PARTIES' RIGHT TO PARTICIPATE IN THE CONTEST OF THE CLAIM. THE OBLIGATIONS AND THAT IS BROUGHT BY LIABILITIES OF THE LOAN PARTIES TO ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN UNDER THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE SHALL SURVIVE THE EXPIRATION OR IN PART BECAUSE THEY ARE VIOLATIVE TERMINATION OF ANY LAW OR PUBLIC POLICY, THIS AGREEMENT AND THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE REPAYMENT OF 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 THEMOBLIGATIONS.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02SUBSECTION 10.1 AND IN ADDITION AND NOT IN LIMITATION OF ANY OTHER INDEMNIFICATION PROVISIONS ELSEWHERE IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE ARE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPAY AND HOLD AGENT, EACH LENDER, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATESANY HOLDER OF ANY OF THE NOTES, AND EACH OF THEIR RESPECTIVE THE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, AFFILIATES AND AGENTS ATTORNEYS OF AGENT, EACH LENDER AND SUCH HOLDERS (EACH, AN “INDEMNITEE”), COLLECTIVELY CALLED THE "INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING COMMENCED OR THREATENED, WHETHER OR NOT CAUSED BY SUCH INDEMNITEE SHALL BE DESIGNATED A PARTY THERETO) THAT MAY BE IMPOSED ON, INCURRED BY, OR ARISINGASSERTED AGAINST THAT INDEMNITEE, IN WHOLE ANY MANNER RELATING TO OR IN PART, ARISING OUT OF THIS AGREEMENT OR THE COMPARATIVEOTHER LOAN DOCUMENTS, CONTRIBUTORYTHE STATEMENTS CONTAINED IN THE COMMITMENT OR FEE LETTERS, IF ANY, DELIVERED BY ANY LENDER, ANY LENDER'S AGREEMENT TO MAKE THE LOANS HEREUNDER, THE USE OR SOLE NEGLIGENCE INTENDED USE OF SUCH INDEMNITEETHE PROCEEDS OF ANY OF THE LOANS OR THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS (THE "INDEMNIFIED LIABILITIES"); PROVIDED, PROVIDED THAT NO LOAN PARTY BORROWER SHALL HAVE ANY NO OBLIGATION TO ANY AN INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES ARISING FROM (IA) VALID CLAIMS (AS DETERMINED PURSUANT TO A NONAPPEALABLE ORDER OF ANY COURT OF COMPETENT JURISDICTION) ARISING OUT OF THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM BREACH BY THAT INDEMNITEE OF ANY LOAN DOCUMENT OR (B) THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF THAT INDEMNITEE, AS EITHER OF THE FOREGOING SHALL BE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)JURISDICTION. TO THE EXTENT THAT THE UNDERTAKINGS UNDERTAKING TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 THE PRECEDING SENTENCE MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY THE INDEMNITEES OR ANY OF THEM. IN THE EVENT OF ANY CONFLICT BETWEEN THE INDEMNIFICATION PROVISIONS CONTAINED IN THIS SUBSECTION 10.2 AND ANY OTHER INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE OTHER INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AS APPLICABLE, SHALL CONTROL.

Indemnity. Each Party shall, from and after the Closing, indemnify and hold harmless the other Party and its current and former affiliates, and each of their respective officers, directors, employees, agents, advisors and other representatives and their successors and assigns (aeach an “Indemnified Party”) from and against any and all losses arising from, based upon, related to or associated with the liabilities assumed by each Party in paragraph 15 (each an “Indemnified Claim”). THE INDEMNITIES SET FORTH IN ADDITION TO THIS AGREEMENT APPLY REGARDLESS OF WHETHER: (I) THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER INDEMNIFIED PARTY (OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, ITS EMPLOYEES, AND AGENTS (EACHAGENTS, CONTRACTORS OF ANY TIER, SUCCESSORS OR ASSIGNS) CAUSES, IN WHOLE OR PART, AN “INDEMNITEE”)INDEMNIFIED CLAIM; (II) AN INDEMNIFIED CLAIM ARISES OUT OF OR RESULTS FROM THE INDEMNIFIED PARTY’S (OR ITS EMPLOYEES, FROM AND AGAINST AGENTS, CONTRACTORS OF ANY AND ALL TIER, SUCCESSORS OR ASSIGNS) SOLE OR CONCURRENT NEGLIGENCE, (III) THE INDEMNIFIED LIABILITIESPARTY (OR ITS EMPLOYEES, IN ALL CASESAGENTS, WHETHER CONT`RACTORS OF ANY TIER, SUCCESSORS OR NOT CAUSED BY OR ARISINGASSIGNS) IS DEEMED TO BE STRICTLY LIABLE, IN WHOLE OR IN PART, OUT FOR AN INDEMNIFIED CLAIM; OR (IV) ANY PART OF AN INDEMNIFIED CLAIM IS THE RESULT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE IMPOSITION OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) PUNITIVE DAMAGES. ALL INDEMNITIES SET FORTH IN THIS AGREEMENT EXTEND TO THE EXTENT SUCH OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES OF AN INDEMNIFIED LIABILITIES ARISE PARTY, AND COVER THE ACTS AND OMISSIONS OF THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OF ANY TIER, SUCCESSORS AND ASSIGNS OF AN INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, THE INDEMNITIES SET FORTH IN THIS AGREEMENT SHALL NOT APPLY IN THE CASE OF LOSSES DIRECTLY RESULTING FROM THE BAD FAITH, AN INDEMNIFIED PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION THE AGENCY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND EACH PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY, COLLECTIVELY AND INDIVIDUALLY, AND ITS RESPECTIVE PAST, PRESENT AND FUTURE COUNCIL MEMBERS, APPOINTEES TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02TMPA BOARD, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, UTILITY DIRECTORS, TRUSTEESUTILITY COMPANIES OR ENTITIES, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, INVITEES, REPRESENTATIVES AND AGENTS PERMITTED ASSIGNS (EACH, AN “INDEMNITEEPARTICIPATING PUBLIC ENTITY’S INDEMNITEES”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, LIABILITIES, COSTS, LOSSES, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) ASSERTED BY ANY PRIVATE PERSONS OR GOVERNMENT AUTHORITIES, AND/OR PENALTIES OR FINES IMPOSED BY GOVERNMENT AUTHORITIES, BOTH STATE AND FEDERAL, IN ANY LEGAL OR REGULATORY ACTION OR PROCEEDING BROUGHT BY ANY SUCH PRIVATE PERSONS OR GOVERNMENT AUTHORITY AGAINST ANY ONE OR ALL CASESOF THE PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITIES FOR ANY AND ALL ENVIRONMENTAL DAMAGE OR ENVIRONMENTAL CLAIM OF ANY KIND ARISING IN ANY WAY FROM THE OPERATIONS OF THE AGENCY ALLEGED TO HAVE CAUSED DAMAGE TO THE AGENCY PROPERTY, SURROUNDING PROPERTY OWNED BY UNAFFILIATED THIRD PARTIES, GROUND WATER, SOIL, AIR, OR ANY OTHER ENVIRONMENTAL INJURY OF ANY KIND, ALONG WITH INJURY TO OR THE DEATH OF ANY PERSON (COLLECTIVELY AND INDIVIDUALLY “DAMAGES”), WHETHER OR NOT SUCH DAMAGES ARE DIRECTLY CAUSED BY THE NEGLIGENCE, MISCONDUCT, OR ARISING, IN WHOLE OR IN PART, OUT STRICT LIABILITY OF THE COMPARATIVEAGENCY OR THE PAST, CONTRIBUTORYPRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY OR PARTICIPATING PUBLIC ENTITIES AGAINST WHICH ANY SUCH CLAIMS ARE MADE OR THE OPERATIONS OF THE AGENCY AND ANY SUBSEQUENT REMEDIATION OR COMPLIANCE EFFORTS. THIS FULL AND UNQUALIFIED INDEMNITY SHALL EXTEND TO INCLUDE AS INDEMNITEES, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDEACH PAST, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE COUNCIL MEMBERS, APPOINTEES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHTMPA BOARD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, UTILITY DIRECTORS, TRUSTEESUTILITY COMPANIES OR ENTITIES, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMINVITEES.

Indemnity. REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE (aWHETHER SOLE, JOINT OR CONCURRENT) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ANY THIRD PARTY, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED LESSEE HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND INDEMNIFY, DEFEND, AND SAVE HARMLESS LESSOR, ITS PARENT COMPANY PARTNERS (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSELGENERAL OR LIMITED), INDEMNIFYMEMBERS, PAYSUBSIDIARIES, AFFILIATES, SUCCESSORS, AND HOLD HARMLESS EACH ASSIGNS, INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS ANY SUCH ENTITY (EACH, AN HEREINAFTER COLLECTIVELY CALLED “INDEMNITEE”), ) FROM AND AGAINST ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, FINE, PENALTY, LOSS, JUDGMENT, OR EXPENSE OF ANY KIND OF ANY PARTY (HEREINAFTER COLLECTIVELY CALLED “LIABILITY”) INCLUDING ANY EXPENSES OF LITIGATION, COURT COSTS, AND ALL INDEMNIFIED LIABILITIESREASONABLE ATTORNEY’S FEES, IN ALL CASESRESULTING FROM, WHETHER ARISING OUT OF OR NOT CAUSED BY THE DELIVERY OR ARISINGRECEIPT OF ANY PRODUCT BY LESSEE OR LESSEE’S AGENT, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONTRACTOR, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDCARRIER WHICH IS CONTAMINATED ALLEGED TO BE CONTAMINATED OR OTHERWISE FAILS TO MEET THE SPECIFICATIONS SET FORTH HEREIN OR CAUSES OR IS ALLEGED TO HAVE CAUSED PROPERTY DAMAGE, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION INCLUDING ENVIRONMENTAL DAMAGES OR INJURY OR DEATH TO ANY LESSOR, INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) OR THIRD PARTIES, EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM LIABILITY IS DIRECTLY CAUSED BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF AN INDEMNITEE, AS DETERMINED LESSOR AGREES TO INDEMNIFY, DEFEND, AND SAVE HARMLESS LESSEE FROM CLAIMS OR DEMANDS OF THIRD PARTIES FOR INJURIES OR DAMAGES RESULTING FROM LESSOR’S OPERATIONS IN THE STORAGE AND HANDLING OF PRODUCT WHILE THE SAME IS IN LESSOR’S CUSTODY OR CONTROL INCLUDING, WITHOUT LIMITATION, THAT PORTION OF ANY CLAIMS OR DEMANDS ATTRIBUTABLE TO LESSOR WHICH IS CAUSED BY A COURT THE NEGLIGENCE OF COMPETENT JURISDICTION IN A FINALLESSOR, NON-APPEALABLE ORDER ITS AGENTS OR JUDGMENTEMPLOYEES JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE OF LESSEE, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEESAGENTS, EMPLOYEES, OR AGENTS REPRESENTATIVES, OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMTHIRD PARTY.

Indemnity. CONCESSIONAIRE HEREUNDER AGREES TO FULLY INDEMNIFY, DEFEND, AND HOLD HARMLESS PARK BOARD, THE CITY OF GALVESTON, AND THEIR INDIVIDUAL TRUSTEES, COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL EXPENSES, DAMAGES, CLAIMS OR CAUSES OF ACTION THAT MAY ARISE IN CONNECTION WITH (aA) CONCESSIONAIRE'S FAILURE TO PERFORM ITS OBLIGATIONS HEREIN OR (B) CONCESSIONAIRE'S USE AND OPERATION OF THE PREMISES, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS OF DEFENSE. THIS INDEMNITY AGREEMENT IS INTENDED TO ENCOMPASS ANY AND ALL MANNER OF CLAIMS (WHETHER FOR BODILY INJURY, DEATH, PROPERTY DAMAGE, FINES, OR CITATIONS FOR VIOLATIONS OF ANY LAW, STATUTE, ORDER, OR REGULATION, OR OTHERWISE), ARISING OUT OF ANY ACTIVITIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, CLAIMS CAUSED BY THE NEGLIGENCE OF PARK BOARD, THE CITY, AND THEIR INDIVIDUAL TRUSTEES, COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN ADDITION THIS PARAGRAPH IS INTENDED BY CONCESSIONAIRE TO INDEMNIFY AND PROTECT PARK BOARD, THE PAYMENT CITY, AND THEIR INDIVIDUAL TRUSTEES, COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES FROM THE CONSEQUENCES OF EXPENSES PURSUANT TO SECTION 10.02PARK BOARD, THE CITY, AND THEIR INDIVIDUAL TRUSTEES, COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES, WRONGFUL ACTS AND NEGLIGENCE, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDNEGLIGENCE IS THE SOLE CAUSE OR CONCURRING CAUSE IN THE INJURY, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYDEATH, OR SOLE NEGLIGENCE DAMAGE. THE PROVISIONS OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THIS PARAGRAPH SHALL HAVE SURVIVE THE TERMINATION OF THIS CONCESSION AGREEMENT FOR ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMREASON.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY SELLER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYHOLD HARMLESS, AND HOLD HARMLESS EACH AGENT AND LENDERDEFEND CSC, THEIR AFFILIATESITS AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEESAND CLIENTS FROM ANY AND ALL COSTS AND EXPENSES, INCLUDING ATTORNEY’S FEES, THAT CSC MAY PAY OR BECOME OBLIGATED TO PAY, ON ACCOUNT OF ANY, ALL, AND EVERY DEMAND OR CLAIM, OR ASSERTION OF LIABILITY ARISING, OR ALLEGED TO HAVE ARISEN, OUT OF (1) SELLER’S BREACH OF ANY EXPRESSED OR IMPLIED WARRANTY; (2) SELLER’S BREACH OF CONTRACT; (3) THE NEGLIGENT OR DELIBERATE ACTS AND/OR OMISSIONS OF SELLER OR ITS AGENTS, EMPLOYEES, OFFICERS, OR DIRECTORS; (4) SELLER’S FAILURE TO COMPLY WITH THE “TRUTH IN NEGOTIATIONS ACT”; (5) SELLER’S OR SELLER’S SUBCONTRACTORS’ LIABILITIES FOR UNPAID WAGES AND AGENTS Subcontract Number 05-C-1277-03 Gulfstream International Airlines, Inc. LIQUIDATED DAMAGES UNDER THE CLAUSE OF THIS AGREEMENT ENTITLED “CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVER-TIME COMPENSATION”; (EACH, AN “INDEMNITEE”), FROM AND AGAINST 6) ANY AND ALL INDEMNIFIED LIABILITIESACTIONS OR PROCEEDINGS CHARGING INFRINGEMENT OF ANY PATENT, IN ALL CASESTRADEMARK, WHETHER COPYRIGHT, OR NOT CAUSED MASK WORK BY REASON OF SALE OR ARISINGUSE OF ANY ITEMS OR SERVICES FURNISHED HEREUNDER; OR (7) BODILY INJURY TO OR DAMAGE TO PROPERTY OF ANY PERSON, IN WHOLE INCLUDING SELLER’S OR IN PARTSELLER’S SUBCONTRACTORS’ EMPLOYEES, ARISING OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT PERFORMANCE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEEWORK HEREUNDER, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND INCLUDING SELLER’S USE OF CSC’S PREMISES OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMEQUIPMENT.

Indemnity. (a) IN ADDITION GRANTEE HEREBY RELEASES AND DISCHARGES AUTHORITY FROM LIABILITY FOR, AND ASSUMES THE RISK OF LOSS OR DAMAGE TO THE PAYMENT PROPERTY OF EXPENSES PURSUANT TO SECTION 10.02GRANTEE, WHETHER AND THE PERSONAL INJURY OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDDEATH OR ANY PERSON EMPLOYED BY XXXXXXX, EACH LOAN PARTY AND GRANTEE EXPRESSLY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, REIMBURSE AND HOLD AUTHORITY, ITS AGENTS, SERVANTS, EMPLOYEES AND COMMISSIONERS, HARMLESS EACH AGENT FROM ALL CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LENDERLIABILITIES OF ANY KIND OR CHARACTER, THEIR AFFILIATESINCLUDING BUT NOT LIMITED TO CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND EACH LIABILITIES IN ANY MATTER RESULTING FROM, ARISING OUT OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISINGCAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR BY GRANTEES WILLFUL MISCONDUCT, AS DETERMINED NEGLIGENCE, GROSS NEGLIGENCE, DELIBERATE ACTS, STRICT LIABILITY IN TORT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BREACH OF ANY TERM OR CONDITION OF THIS EASEMENT, INCLUDING THAT CAUSED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERSTHE GRANTEE’S AGENTS, PARTNERS, DIRECTORS, TRUSTEESCONTRACTORS, EMPLOYEES, INVITEES OR AGENTS LICENSEES, ACTIVITIES DIRECTLY RELATED TO THIS EASEMENT OCCURRING IN, DURING OR (II) TO AFTER THE EXTENT TERM OF THIS EASEMENT, SAVE AND EXCEPT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMDAMAGES AS MAY BE CAUSED BY THE NEGLIGENCE OF THE AUTHORITY, ACTIONITS AGENTS, LITIGATIONCONTRACTORS, INVESTIGATION EMPLOYEES, INVITEES OR OTHER PROCEEDING LICENSEES IT BEING INTENDED THAT DOES GRANTEE WILL INDEMNIFY AUTHORITY FOR GRANTEES PROPORTIONATE FAULT, INCLUDING BUT NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICERLIMITED TO, PARTNERNEGLIGENCE, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT WHICH CAUSES SUCH DAMAGES. IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER EXPRESSLY AGREED THAT SHOULD GRANTEE FAIL OR JUDGMENT REFUSE TO PARTICIPATE IN THE SETTLEMENT OF A COURT CLAIM FOR DAMAGES, THEN AUTHORITY MAY SETTLE WITH THE CLAIMANT WITHOUT PREJUDICE TO AUTHORITY'S INDEMNITY RIGHTS SET FORTH HEREIN, IT BEING EXPRESSLY RECOGNIZED THAT A SETTLEMENT AFTER DEMAND ON GRANTEE WILL CONSTITUTE A SETTLEMENT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS THE PROPORTIONATE FAULT, INCLUDING BUT NOT ENTITLED THERETO)LIMITED TO NEGLIGENCE, OF BOTH GRANTEE AND AUTHORITY, WHICH SETTLEMENT MAY LATER BE APPORTIONED BETWEEN AUTHORITY AND GRANTEE. TO THE EXTENT THAT PERMITTED BY LAW, AUTHORITY HEREBY RELEASES AND DISCHARGES GRANTEE FROM LIABILITY FOR, AND ASSUMES THE UNDERTAKINGS RISK OF LOSS OR DAMAGE TO THE PROPERTY OF AUTHORITY, AND THE PERSONAL INJURY OR DEATH OF ANY PERSON EMPLOYED BY AUTHORITY, AND AUTHORITY EXPRESSLY AGREES TO DEFEND, INDEMNIFY, PAY, REIMBURSE AND HOLD GRANTEE, ITS AGENTS, SERVANTS, EMPLOYEES AND COMMISSIONERS, HARMLESS SET FORTH FROM ALL CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LIABILITIES OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES AND LIABILITIES IN THIS SECTION 10.03 MAY BE UNENFORCEABLE ANY MATTER RESULTING FROM, ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE PART, BY AUTHORITYS WILLFUL MISCONDUCT, NEGLIGENCE, GROSS NEGLIGENCE, DELIBERATE ACTS, STRICT LIABILITY IN TORT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BREACH OF ANY LAW TERM OR PUBLIC POLICYCONDITION OF THIS EASEMENT, INCLUDING THAT CAUSED BY ANY OF THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE AUTHORITY'S AGENTS, CONTRACTORS, EMPLOYEES, INVITEES OR LICENSEES, ACTIVITIES DIRECTLY OR INDIRECTLY RELATED TO AUTHORITY'S USE OF THE MAXIMUM PORTION EASEMENT OR ITS SURROUNDING PROPERTIES AND OCCURRING IN, DURING OR AFTER THE TERM OF THIS EASEMENT, SAVE AND EXCEPT SUCH DAMAGES AS MAY BE CAUSED BY THE NEGLIGENCE OF THE GRANTEE, ITS AGENTS, CONTRACTORS, EMPLOYEES, INVITEES OR LICENSEES, IT BEING INTENDED THAT AUTHORITY WILL INDEMNIFY GRANTEE FOR AUTHORITY'S PROPORTIONATE FAULT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE, WHICH CAUSES SUCH DAMAGES. IT IS PERMITTED EXPRESSLY AGREED THAT SHOULD AUTHORITY FAIL OR REFUSE TO PAY PARTICIPATE IN THE SETTLEMENT OF A CLAIM FOR DAMAGES, THEN GRANTEE MAY SETTLE WITH THE CLAIMANT WITHOUT PREJUDICE TO GRANTEE'S INDEMNITY RIGHTS SET FORTH HEREIN, IT BEING EXPRESSLY RECOGNIZED THAT A SETTLEMENT AFTER DEMAND ON AUTHORITY WILL CONSTITUTE A SETTLEMENT OF THE PROPORTIONATE FAULT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OF BOTH AUTHORITY AND SATISFY GRANTEE, WHICH SETTLEMENT MAY LATER BE APPORTIONED BETWEEN AUTHORITY AND GRANTEE. EXCEPT AS OTHERWISE EXPRESSLY LIMITED HEREIN, IT IS THE INTENT OF THE PARTIES HERETO THAT ALL INDEMNITY OBLIGATIONS AND LIABILITIES ASSUMED UNDER THE TERMS OF THIS EASEMENT BE WITHOUT MONETARY LIMIT. THE INDEMNITY CONTAINED IN THIS PARAGRAPH APPLIES, WITHOUT LIMITATION, TO ANY VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW TO IN EFFECT DURING THE PAYMENT TERM OF THIS EASEMENT, INCLUDING ANY EXTENSION, AND SATISFACTION ANY AND ALL MATTERS ARISING OUT OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES ANY ACT, OMISSION, EVENT OR CIRCUMSTANCE EXISTING OR OCCURRING DURING THE TERM OF THIS EASEMENT, INCLUDING ANY EXTENSIONS, REGARDLESS OF THEMWHETHER THE ACT, OMISSION, EVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE.

Indemnity. THE BORROWER AGREES TO INDEMNIFY EACH LENDER AND TO HOLD EACH LENDER HARMLESS FROM ANY LOSS OR EXPENSE WHICH SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (aA) DEFAULT BY THE BORROWER IN MAKING A BORROWING OF, CONVERSION INTO OR CONTINUATION OF EURODOLLAR LOANS AFTER THE BORROWER HAS GIVEN A NOTICE REQUESTING THE SAME IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, (B) DEFAULT BY THE BORROWER IN MAKING ANY PREPAYMENT OF EURODOLLAR LOANS AFTER THE BORROWER HAS GIVEN A NOTICE THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR (C) THE MAKING OF A PREPAYMENT OF EURODOLLAR LOANS ON A DAY WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT THERETO. SUCH INDEMNIFICATION MAY INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED ON THE AMOUNT SO PREPAID, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO BORROW, CONVERT OR CONTINUE TO, BUT NOT INCLUDING, THE LAST DAY OF SUCH INTEREST PERIOD (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD THAT WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) IN ADDITION EACH CASE AT THE APPLICABLE RATE OF INTEREST FOR SUCH LOANS PROVIDED FOR HEREIN OVER (II) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) WHICH WOULD HAVE ACCRUED TO SUCH BANK ON SUCH AMOUNT BY PLACING SUCH AMOUNT ON DEPOSIT FOR A COMPARABLE PERIOD WITH LEADING BANKS IN THE INTERBANK EURODOLLAR MARKET. THIS COVENANT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY LOANS AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMAMOUNTS PAYABLE HEREUNDER.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY BORROWER, OR ANY OFFICERCONSTITUENT PARTNER OR MEMBER OF BORROWER. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INTEREST APPLICABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT PRINCIPAL BALANCE OF A COURT THE NOTE. BORROWER’S DUTY TO INDEMNIFY LENDER SHALL SURVIVE THE REPAYMENT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMLOAN.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED PLEDGOR HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY INDEMNIFIES AND AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYHOLD HARMLESS SECURED PARTY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEESMANAGERS, EMPLOYEES, AGENTS AND AGENTS REPRESENTATIVES (EACH, EACH AN “INDEMNITEEINDEMNIFIED PERSON”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE (COLLECTIVELY, THE “CLAIMS”) WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY INDEMNIFIED PERSON ARISING IN ALL CASESCONNECTION WITH THE LOAN DOCUMENTS, THE INDEBTEDNESS OR THE COLLATERAL (INCLUDING WITHOUT LIMITATION, THE ENFORCEMENT OF THE LOAN DOCUMENTS AND THE DEFENSE OF ANY INDEMNIFIED PERSON’S ACTIONS OR INACTIONS IN CONNECTION WITH THE LOAN DOCUMENTS), REGARDLESS OF WHETHER OR NOT CAUSED BY OR ARISING, THE CLAIMS ARE BASED IN WHOLE OR IN PARTPART ON THE NEGLIGENCE, OUT STRICT LIABILITY, BREACH OF CONTRACT OR OTHER FAULT OR LIABILITY OF THE COMPARATIVE, CONTRIBUTORY, INDEMNIFIED PERSON. THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL EXTEND AND CONTINUE TO BENEFIT EACH INDIVIDUAL OR SOLE NEGLIGENCE OF SUCH INDEMNITEEENTITY WHO IS OR HAS AT ANY TIME BEEN AN INDEMNIFIED PERSON HEREUNDER; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, ACTION OR OMISSION CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT ON THE PART OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMNONAPPEALABLE ORDER.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.0210.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS EACH HARMLESS, ADMINISTRATIVE AGENT AND LENDER, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF ADMINISTRATIVE AGENT AND EACH LENDER (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENTORDER, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)AFFILIATES. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 10.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (aWHETHER SOLE, JOINT, OR CONCURRENT) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ANY THIRD PARTY, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED LESSEE HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND INDEMNIFY, DEFEND, AND SAVE HARMLESS LESSOR, ITS PARENT COMPANY, PARTNERS (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSELGENERAL OR LIMITED), INDEMNIFYMEMBERS, PAYSUBSIDIARIES, AFFILIATES, SUCCESSORS, AND HOLD HARMLESS EACH ASSIGNS, INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS ANY SUCH ENTITY (EACH, AN HEREINAFTER COLLECTIVELY CALLED “INDEMNITEE”), ) FROM AND AGAINST ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, FINE, PENALTY, LOSS, JUDGMENT, OR EXPENSE OF ANY KIND OF ANY PARTY (HEREINAFTER COLLECTIVELY CALLED “LIABILITY”), INCLUDING ANY EXPENSES OF LITIGATION, COURT COSTS, AND ALL INDEMNIFIED LIABILITIESREASONABLE ATTORNEY’S FEES, IN ALL CASESRESULTING FROM, WHETHER ARISING OUT OF, OR NOT CAUSED BY THE DELIVERY OR ARISINGRECEIPT OF ANY PRODUCT BY LESSEE OR LESSEE’S AGENT, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONTRACTOR, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDCARRIER WHICH IS CONTAMINATED, THAT NO LOAN PARTY SHALL ALLEGED TO HAVE ANY OBLIGATION BEEN CONTAMINATED OR OTHERWISE FAILS TO ANY MEET THE SPECIFICATIONS SET FORTH HEREIN, OR CAUSES OR IS ALLEGED TO HAVE CAUSED PROPERTY DAMAGE, INCLUDING ENVIRONMENTAL DAMAGES OR INJURY OR DEATH TO LESSOR, INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) OR THIRD PARTIES, EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM LIABILITY IS DIRECTLY CAUSED BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF AN INDEMNITEE. LESSOR AGREES TO INDEMNIFY, AS DETERMINED DEFEND, AND SAVE HARMLESS LESSEE FROM CLAIMS OR DEMANDS OF THIRD PARTIES FOR INJURIES OR DAMAGES RESULTING FROM LESSOR’S OPERATIONS IN THE STORAGE AND HANDLING OF PRODUCT WHILE THE SAME IS IN LESSOR’S CUSTODY OR CONTROL INCLUDING, WITHOUT LIMITATION, THAT PORTION OF ANY CLAIMS OR DEMANDS ATTRIBUTABLE TO LESSOR WHICH IS CAUSED BY A COURT THE NEGLIGENCE OF COMPETENT JURISDICTION IN A FINALLESSOR, NON-APPEALABLE ORDER ITS AGENTS OR JUDGMENTEMPLOYEES JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE OF LESSEE, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEESAGENTS, EMPLOYEES, OR AGENTS REPRESENTATIVES, OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMTHIRD PARTY.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED DEBTOR HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)INDEMNIFY SECURED PARTY AND ITS RESPECTIVE SUCCESSORS, INDEMNIFYASSIGNS, PAYAGENTS, ATTORNEYS, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND EXPENSES OF ANY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT SECURED PARTY IS A PARTY THERETO) IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SECURED PARTY OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES, IN ALL CASESANY WAY RELATING TO OR ARISING OUT OF THIS SECURITY AGREEMENT, OR THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER DISPOSITION OF ANY COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR NOT CAUSED DISCOVERABLE BY THE SECURED PARTY OR ARISINGDEBTOR, IN WHOLE AND ANY CLAIM FOR PATENT, TRADEMARK OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEECOPYRIGHT INFRINGEMENT); PROVIDED, HOWEVER, THAT NO LOAN NOTHING HEREIN SHALL EXCUSE SECURED PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, RESPONSIBILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) EXCEPT FOR THOSE MATTERS DESCRIBED IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ITEM 2.3, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY PROCESSOR SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND, AND HOLD SHIPPER HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESLOSSES INCURRED BY PROCESSOR RELATED TO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, ARISING OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) THE OPERATIONS OF PROCESSOR, (II) THE HANDLING, DELIVERY, OR RE-DELIVERY OF THE COMMITTED GAS AND SHIPPER’S RESIDUE GAS AND NGLS WHILE THE SAME IS IN THE CUSTODY AND/OR CONTROL OF PROCESSOR, AND (III) PROCESSOR’S EXERCISE OF ITS RIGHTS OF ACCESS TO AND/OR USE OF SHIPPER’S FACILITIES DURING THE TERM HEREOF. SHIPPER SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD PROCESSOR HARMLESS FROM AND AGAINST ALL LOSSES INCURRED BY PROCESSOR RELATED TO, OR ARISING OUT OF (I) THE OPERATIONS OF SHIPPER, (II) THE HANDLING, DELIVERY, OR RE-DELIVERY OF THE COMMITTED GAS AND SHIPPER’S RESIDUE GAS AND NGLS WHILE THE SAME IS IN CUSTODY AND/OR CONTROL OF SHIPPER, (III) SHIPPER’S FAILURE TO MEET THE GAS QUALITY SPECIFICATIONS IN ITEM 2, AND (IV) SHIPPER’S EXERCISE OF ITS RIGHTS OF ACCESS TO AND/OR USE OF PROCESSOR’S FACILITIES DURING THE TERM HEREOF. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE OBLIGATED TO INDEMNIFY, PROTECT, DEFEND, OR HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST LOSSES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE LOSSES RESULT FROM THE BAD FAITHNEGLIGENCE, GROSS NEGLIGENCE NEGLIGENCE, OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT MISCONDUCT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMPARTY.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED A. LESSEE HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY RELEASES AND AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYDEFEND AND SAVE HARMLESS LESSOR, AND HOLD HARMLESS EACH AGENT AND LENDERITS DIRECTORS, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERSAGENTS, DIRECTORS, TRUSTEES, EMPLOYEES, MEMBERS AND AGENTS EMPLOYEES (EACH, AN “INDEMNITEE”COLLECTIVELY THE "INDEMNITEES"), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, DAMAGES, LOSSES, EXPENSES, DEMANDS, CLAIMS, SUITS OR JUDGMENTS, INCLUDING ALL REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES IN ALL CASESCONNECTION THEREWITH OR INCIDENT THERETO, FOR THE DEATH OF OR INJURIES TO ANY PERSONS WHOMSOEVER (EXCLUDING EMPLOYEES OF THE INDEMNITEES IN THEIR CAPACITY AS EMPLOYEES), AND FOR THE LOSS OF, DAMAGE TO OR DESTRUCTION OF OR DELAY IN DELIVERY OF ANY PROPERTY WHATSOEVER, INCLUDING PROPERTY OF THE PARTIES HERETO OR THAT OF THEIR DIRECTORS, OFFICERS, AGENTS, MEMBERS AND EMPLOYEES, INCLUDING BUT NOT LIMITED TO THE AIRCRAFT, IN ANY MANNER ARISING OUT OF POSSESSION, USE, MAINTENANCE, REPAIR OR OPERATION OF THE AIRCRAFT DURING THE TERM HEREOF, (REGARDLESS OF NEGLIGENCE ON THE PART OF ANY INDEMNITEE, WHETHER ACTIVE, PASSIVE OR NOT CAUSED BY OR ARISINGOTHERWISE), IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, HOWEVER, THAT NO LOAN PARTY LESSEE'S INDEMNITY OBLIGATION HEREUNDER SHALL HAVE ANY OBLIGATION NOT BE APPLICABLE TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) DEATH, INJURY, LOSS, DAMAGE OR DESTRUCTION TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM CAUSED BY (1) THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT MISCONDUCT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT AN INDEMNITEE OR (2) BY ANY INDEPENDENT ACT OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) NEGLIGENCE ON THE PART OF ANY INDEMNITEE NOT RELATED TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMPERFORMANCE OF THIS AGREEMENT. Lessee shall be entitled, ACTIONat its sole cost and expense, LITIGATIONacting through counsel reasonably acceptable to the respective Indemnitee, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER(i) in any judicial or administrative proceeding that involves solely a claim for which payment or indemnity is sought under this Section 10, PARTNERto assume responsibility for and control thereof, DIRECTOR(ii) in any judicial or administrative proceeding involving a claim for which payment or indemnity is sought under this Section 10, TRUSTEEand other claims related to the transactions contemplated by this Lease, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE to assume responsibility for the control of such claim for which payment or indemnity is sought under this Section 10, to the extent that the same may be and is severed from such other claim, and (AND EACH INDEMNITEEiii) in any other case, BY ACCEPTING THE BENEFITS HEREOFto be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINALLessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (1) while an Event of Default shall have occurred and be continuing, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)or (2) if such proceedings will involve the sale, forfeiture or loss of, or the creation of any Lien on the Aircraft. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFENDAn Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions of this Section 10. An Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 10. Lessee shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of any Indemnitees affected thereby, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMwhich consent shall not be unreasonably withheld or delayed provided that Lessee is solely responsible for any recoveries or awards pursuant to such settlement or other compromise.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY XXXXXXX XXXXXX AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDERTHE COMMITTEE, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED BY OR ARISINGOTHER EXPENSES (INCLUDING, IN WHOLE OR IN PARTWITHOUT LIMITATION, OUT OF THE COMPARATIVEREASONABLE ATTORNEY FEES AND EXPENSES), CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE EXCEPT ARISING SOLELY FROM THE BAD FAITH, COMMITTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHICH THE COMMITTEE MAY INCUR AS DETERMINED A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH GRANTEE APPLIES THE GRANT PROCEEDS; (B) THE FAILURE OF GRANTEE TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER GRANT DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF GRANTEE’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY GRANTEE, CONSTITUENT PARTNER OR MEMBER OF GRANTEE, ANY LOAN PARTY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OF THE PROPERTY OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER IMPROVEMENTS. XXXXXXX SHALL IMMEDIATELY PAY TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)COMMITTEE UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY. TO THE EXTENT THAT THE UNDERTAKINGS XXXXXXX’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE THE COMMITTEE SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICYTHE DEED OF TRUST. With respect to principal and interest owed on the Note, THE APPLICABLE LOAN 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 THEMthe foregoing indemnification obligation is subject to the limitations on recourse in the Note and Deed of Trust.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.0210.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ ' SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND LENDER, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF EACH AGENT AND EACH LENDER (EACH, AN “"INDEMNITEE”"), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT PROVIDED NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENTORDER, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 10.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. EACH LENDER AGREES (aA) TO REIMBURSE THE AGENT IN ADDITION THE AMOUNT OF SUCH LENDER’S PRO RATA SHARE (BASED ON ITS TOTAL COMMITMENT HEREUNDER) OF ANY EXPENSES INCURRED FOR THE BENEFIT OF THE LENDERS BY THE AGENT, INCLUDING COUNSEL FEES AND COMPENSATION OF AGENTS AND EMPLOYEES PAID FOR SERVICES RENDERED ON BEHALF OF THE LENDERS, NOT REIMBURSED BY THE BORROWER AND (B) TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH THE AGENT AND LENDERANY OF ITS DIRECTORS, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERSEMPLOYEES OR AGENTS, DIRECTORSON DEMAND, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”)IN THE AMOUNT OF ITS PRO RATA SHARE, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASESACTIONS, WHETHER AGREEMENTS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS OF ANY KIND OR NOT CAUSED NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ARISING, ASSERTED AGAINST IT IN WHOLE ITS CAPACITY AS THE AGENT OR ANY OF THEM IN PART, ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY IT OR ANY OF THEM UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEEEXTENT NOT REIMBURSED BY THE BORROWER; PROVIDED, HOWEVER, THAT NO LOAN PARTY LENDER SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) BE LIABLE TO THE EXTENT AGENT FOR ANY PORTION OF SUCH INDEMNIFIED LIABILITIES ARISE LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENT, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE BAD FAITH, GROSS NEGLIGENCE (BUT NOT ORDINARY NEGLIGENCE) OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT MISCONDUCT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THE AGENT OR ANY OF ITS DIRECTORS, OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMAGENTS.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED LESSEE HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY RELEASES AND AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYDEFEND AND HOLD EACH OF THE LESSOR, ANY LENDER, ANY SERVICER, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESSHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, ASSIGNEES AND AGENTS AFFILIATES (EACHCOLLECTIVELY THE “INDEMNITEES” AND EACH INDIVIDUALLY, AN “INDEMNITEE”), ) HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES(INCLUDING, WHETHER OR NOT CAUSED BY OR ARISINGWITHOUT LIMITATION, IN WHOLE OR IN PART, LIABILITIES ARISING OUT OF THE COMPARATIVEDOCTRINE OF STRICT LIABILITY), CONTRIBUTORYOBLIGATIONS, CLAIMS, PENALTIES, FINES, LIENS, DEMANDS, ACTIONS, SUITS, JUDGEMENTS, COSTS, EXPENSES AND DISBURSEMENTS, DAMAGES, AND LOSSES (INCLUDING WITHOUT LIMITATION ALL REASONABLE LEGAL FEES AND EXPENSES, COSTS OF INVESTIGATION AND OTHER EXPENSES IN CONNECTION THEREWITH OR SOLE NEGLIGENCE INCIDENT THERETO) OF SUCH INDEMNITEE; PROVIDEDWHATEVER KIND AND NATURE WHICH MAY BE IMPOSED ON, THAT NO LOAN PARTY SHALL HAVE INCURRED BY OR ASSERTED AGAINST ANY OBLIGATION OF THE INDEMNITEES IN ANY WAY RELATING TO OR ARISING OUT OF THIS LEASE, INCLUDING BUT NOT LIMITED TO THE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY INDEMNITEE HEREUNDER PROPERTY OR DEATH OR INJURY OF OR OTHER LOSS OF WHATSOEVER NATURE SUFFERED BY ANY PARTY (INCLUDING WITHOUT LIMITATION LESSEE’S EMPLOYEES), AND FOR LOSS OF OR DAMAGE TO OR DELAY IN THE DELIVERY OF ANY PROPERTY WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY AIRCRAFT ON WHICH ANY ENGINE MAY BE INSTALLED AND LOSS OF USE THEREOF) (COLLECTIVELY, THE “CLAIMS”), IN ANY MANNER CAUSED BY, ARISING OUT OF OR RELATED TO OR IN ANY WAY CONNECTED WITH RESPECT (IN EACH CASE WHETHER DIRECTLY OR INDIRECTLY) THE DESIGN, MANUFACTURE, TESTING, DELIVERY, IMPORT, EXPORT, LEASING, STORAGE, TRANSPORTATION, INSTALLATION, REMOVAL, INSURANCE, OPERATION, MAINTENANCE, REPAIR, CONDITION, SERVICE, OVERHAUL, MODIFICATION, CHANGE, ALTERATION, USE, CONTROL, POSSESSION, DETACHMENT, DISPOSAL OR REDELIVERY OF THE ENGINE OCCURRING OR ARISING FROM THE PERIOD DURING WHICH THE ENGINE IS LEASED TO LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF VIOLATIONS OF LAW AND ANY CLAIM FOR PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OTHER THAN ANY SUCH CLAIM ARISING THROUGH THE MANUFACTURE OF THE ENGINE. NONE OF THE INDEMNITEES SHALL BE LIABLE TO LESSEE OR ANY OTHER PARTY, WHETHER IN CONTRACT OR IN TORT FOR ANY UNAVAILABILITY, LOSS OF USE OR SERVICE, LOSS OR DELAY IN CONNECTION WITH THE ENGINE WHATSOEVER, WHETHER ON BOARD A HOST AIRCRAFT OR ELSEWHERE AND IRRESPECTIVE OF WHETHER SUCH OCCURRENCE ARISES DUE TO ANY INDEMNIFIED LIABILITIES (I) ACT OR OMISSION OF LESSOR EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM CAUSED BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT MISCONDUCT OF COMPETENT JURISDICTION ANY INDEMNITEE WHILE THE ENGINE WAS IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESLESSEE’S CONTROL, OR AGENTS OR (II) PRIOR TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT COMMENCEMENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMAGREEMENT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH ADMINISTRATIVE AGENT AND EACH LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS ASSIGNS (EACH, AN COLLECTIVELY CALLED THE “INDEMNITEEINDEMNITEES”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES (PROVIDED, BORROWER SHALL HAVE NO OBLIGATION TO INDEMNIFY ANY LENDER FOR FEES OR COSTS, INCLUDING ATTORNEYS’ FEES INCURRED BY SUCH LENDER, UNLESS SUCH FEES OR ARISINGCOSTS ARE INCURRED FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT) WHICH ANY INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT, IN WHOLE OR IN PART, OUT ANY OF THE COMPARATIVEOTHER LOAN DOCUMENTS OR ANY OTHER RELATED DOCUMENT; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR (D) ANY ACT OR OMISSION BY BORROWER, CONTRIBUTORYCONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR SOLE NEGLIGENCE MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF SUCH INDEMNITEEINTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES SHALL SURVIVE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST; PROVIDED, HOWEVER, THAT NO LOAN PARTY BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY AN INDEMNITEE HEREUNDER WITH RESPECT TO (A) MATTERS FOR WHICH SUCH INDEMNITEE HAS BEEN COMPENSATED PURSUANT TO OR FOR WHICH AN EXEMPTION IS PROVIDED IN ANY PROVISION OF THIS AGREEMENT, AND (B) INDEMNIFIED LIABILITIES (I) MATTERS TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE CAUSED BY OR RESULTING FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCTOF THAT INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)JURISDICTION. TO THE EXTENT THAT THE UNDERTAKINGS UNDERTAKING TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 THE PRECEDING SENTENCE MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT WHICH IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW LAW, TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES MATTERS INCURRED BY INDEMNITEES OR ANY OF THEMTHE INDEMNITEES.

Indemnity. EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST (aAND WILL REIMBURSE EACH INDEMNITEE AS THE SAME ARE INCURRED FOR) IN ADDITION ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES, DISBURSEMENTS AND OTHER CHARGES OF ONE FIRM OF COUNSEL TO THE PAYMENT INDEMNITEES TAKEN AS A WHOLE AND ONE FIRM OF EXPENSES PURSUANT LOCAL COUNSEL TO SECTION 10.02THE INDEMNITEES TAKEN AS A WHOLE IN EACH APPROPRIATE JURISDICTION AND, WHETHER IN THE CASE OF AN ACTUAL OR NOT POTENTIAL CONFLICT OF INTEREST AS DETERMINED BY THE AFFECTED INDEMNITEE, ONE ADDITIONAL COUNSEL TO SUCH AFFECTED INDEMNITEE)) 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 (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDOR THEREBY, EACH OR IN THE CASE OF ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND THE AGENT INDEMNITEES ONLY, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN PARTY AGREES DOCUMENTS, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANKS TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF COUNSELCREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), INDEMNIFY(III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY COMPANY OR ANY OF ITS SUBSIDIARIES, PAYOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO COMPANY OR ANY OF ITS SUBSIDIARIES OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY BORROWER OR ANY OTHER OBLIGOR, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH REGARDLESS OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST WHETHER ANY AND ALL INDEMNIFIED LIABILITIESINDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH AN INDEMNITEE; PROVIDED. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim to the extent that it (a) is determined in a final, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES non-appealable judgment of a court of competent jurisdiction to have resulted from (Ix) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHthe bad faith, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTgross negligence or willful misconduct of such Indemnitee, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALas the case may be, NON-APPEALABLE ORDER OR JUDGMENTor (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents or (b) arises out of or is in connection with any claim, OF THAT INDEMNITEE OR ANY OF ITS OFFICERSlitigation, PARTNERSloss or proceeding not involving an act or omission of any Obligor or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against Administrative Agent, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETOany Issuing Bank or the Arranger in their capacities as such). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFENDThis Section shall not apply with respect to Taxes other than any Taxes that represent losses, INDEMNIFYclaims, PAYdamages, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMetc. arising from any non-Tax claim.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO INDEMNIFY AND DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYLENDER AGAINST, AND SHALL HOLD LENDER HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES (WHETHER GENERAL, PUNITIVE OR OTHERWISE), LIABILITIES, IN ALL CASESCLAIMS, CAUSES OF ACTION (WHETHER LEGAL, EQUITABLE OR NOT CAUSED BY ADMINISTRATIVE), JUDGMENTS, COURT COSTS AND LEGAL OR ARISING, IN WHOLE OTHER EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH LENDER MAY SUFFER OR IN PART, OUT INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) LENDER’S PERFORMANCE UNDER THIS AGREEMENT OR UNDER ANY OF THE COMPARATIVEOTHER LOAN DOCUMENTS, CONTRIBUTORYINCLUDING WITHOUT LIMITATION LENDER’S EXERCISE OR FAILURE TO EXERCISE ANY RIGHTS, REMEDIES OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER POWERS IN CONNECTION WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERSTHE OTHER LOAN DOCUMENTS; (B) BORROWER’S FAILURE TO PERFORM ANY OF BORROWER’S OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PARTNERSINCLUDING WITHOUT LIMITATION, DIRECTORS, TRUSTEES, EMPLOYEES, ANY FAILURE OF ANY REPRESENTATION OR AGENTS WARRANTY OF BORROWER TO BE TRUE AND CORRECT AND ANY FAILURE BY BORROWER TO SATISFY ANY CONDITION; (C) ANY CLAIM OR (II) CAUSE OF ACTION OF ANY KIND BY ANY PERSON OR ENTITY TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION EFFECT THAT LENDER IS IN ANY WAY RESPONSIBLE OR OTHER PROCEEDING THAT DOES NOT ARISE FROM LIABLE FOR ANY ACT OR OMISSION BY BORROWER, WHETHER ON ACCOUNT OF ANY LOAN PARTY THEORY OF DERIVATIVE LIABILITY OR OTHERWISE; (D) ANY ACT OR OMISSION BY BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY, EXCEPT LENDER, WITH RESPECT TO ANY OF THE PROPERTY; (E) THE CONSTRUCTION OR OTHER WORK CONTEMPLATED HEREIN; (F) THE OPERATION OR MAINTENANCE OF THE PROPERTY; AND (G) ANY OTHER ACTION OR INACTION BY, OR MATTER WHICH IS THE RESPONSIBILITY OF BORROWER, EXCEPT FOR ANY SUCH CLAIM, INJURY, DAMAGE, LOSS OR LIABILITY CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER OR ITS AGENTS OR EMPLOYEES. LENDERS’ RIGHT OF INDEMNITY SHALL NOT BE DIRECTLY OR INDIRECTLY LIMITED, PREJUDICED, IMPAIRED OR ELIMINATED IN ANY WAY BY ANY FINDING OR ALLEGATION THAT LENDER’S CONDUCT IS ACTIVE, PASSIVE OR SUBJECT TO ANY THEORY OF ANY KIND, CHARACTER OR NATURE FOR ANY ACT OR OMISSION BY BORROWER OR ANY OFFICEROTHER PERSON OR ENTITY EXCEPT LENDER. NOTWITHSTANDING THE FOREGOING, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY LENDER WITH RESPECT TO ANY INTENTIONAL TORT OR AGENT ACT OF ANY LOAN PARTY AND THAT GROSS NEGLIGENCE WHICH LENDER IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER PERSONALLY DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR THE JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)(SUSTAINED ON APPEAL, IF ANY) TO HAVE COMMITTED. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER SAID INDEMNITY TO LENDER PROMPTLY UPON DEMAND BY LENDER. THIS INDEMNITY SHALL SURVIVE THE PAYMENT OF ALL AMOUNTS PAYABLE PURSUANT TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY LOAN DOCUMENTS. PAYMENT BY LENDER SHALL NOT BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW A CONDITION PRECEDENT TO THE PAYMENT AND SATISFACTION OBLIGATIONS OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMBORROWER UNDER THIS INDEMNITY.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY GRANT RECIPIENT AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), AND SHALL INDEMNIFY, PAYHOLD HARMLESS, AND HOLD HARMLESS EACH AGENT AND LENDERDEFEND THE CITY, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS AND AGENTS EMPLOYEES (EACH, AN HEREINAFTER COLLECTIVELY REFERRED TO AS THE “INDEMNITEECITY”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT LIMITED TO, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR ANY AND ALL DAMAGES ARISING OUT OF OR IN ALL CASESCONNECTION WITH THE SERVICES PROVIDED BY THE GRANT RECIPIENT PURSUANT TO THIS AGREEMENT, WHETHER THE CONDUCT OR NOT MANAGEMENT OF THE GRANT RECIPIENT’S BUSINESS OR ACTIVITIES, OR FROM ANY OTHER ACT OR OMISSION BY THE GRANT RECIPIENT, ITS AGENTS, AND EMPLOYEES, WHEN PERFORMING SERVICES IN ACCORDANCE WITH THIS AGREEMENT, WHERE SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT THE JOINT NEGLIGENCE OF THE COMPARATIVE, CONTRIBUTORY, CITY AND ANY OTHER PERSON OR ENTITY AND/OR BY THE JOINT OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDTHE GRANT RECIPIENT. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE GRANT RECIPIENT AND THE CITY, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE GRANT RECIPIENT TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES INDEMNIFY AND PROTECT THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM THE CONSEQUENCES OF (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE BAD FAITHRESULTING INJURY, GROSS NEGLIGENCE DEATH OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER DAMAGE WITH ANY OTHER PERSON OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS ENTITY AND/OR (II) THE GRANT RECIPIENT’S JOINT AND/OR SOLE NEGLIGENCE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CITY FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, LITIGATIONSUIT AND LIABILITY WHERE THE INJURY, INVESTIGATION DEATH OR OTHER PROCEEDING THAT DOES NOT ARISE DAMAGE RESULTS FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICERTHE SOLE NEGLIGENCE OF THE CITY, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT UNMIXED WITH THE FAULT OF ANY LOAN PARTY AND OTHER PERSON OR ENTITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY BY REASON OF ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (OF THE ABOVE, THE GRANT RECIPIENT FURTHER AGREES AND EACH INDEMNITEE, COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER LEGAL COUNSEL ACCEPTABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)CITY. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMThe indemnity provided hereinabove shall survive the termination and/or expiration of this Agreement.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”)ASSIGNS FOR, FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY BORROWER, ANY LOAN PARTY CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY OFFICERCONTRACTOR, PARTNERSUBCONTRACTOR OR MATERIAL SUPPLIER, DIRECTORENGINEER, TRUSTEEARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OF THE PROPERTY. LENDER SHALL BE ENTITLED TO APPEAR IN ANY ACTION OR PROCEEDING WITH COUNSEL OF ITS OWN CHOICE, EMPLOYEE AND/OR AGENT TO SETTLE OR COMPROMISE ANY CLAIM ASSERTED AGAINST IT. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INTEREST APPLICABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT PRINCIPAL BALANCE OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)THE NOTE. TO THE EXTENT THAT THE UNDERTAKINGS BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE THE INDEMNITEES DESCRIBED HEREIN SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION DEED OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTRUST.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY Orphan AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, DEFEND AND HOLD HARMLESS EACH AGENT AND LENDERRCT, THEIR AFFILIATESTHE INVENTORS, THE INSTITUTION, AND EACH OF THEIR RESPECTIVE ALL OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS OF RCT AND INSTITUTION (EACHCOLLECTIVELY, AN “INDEMNITEE”), THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, DAMAGES AND LIABILITIES, IN ALL CASESINCLUDING LEGAL COSTS AND FEES, OF OR ASSERTED BY Orphan, ITS AFFILIATES, SUBLICENSEES, ANY SPECIAL PARTIES, AND/OR ANY THIRD PARTIES (WHETHER GOVERNMENTAL OR NOT CAUSED PRIVATE) ARISING FROM THE MANUFACTURE, USE, SALE, OR IMPORTATION OF ANY LICENSED PRODUCT BY OR ARISINGFOR Orphan, ITS AFFILIATES, OR SUBLICENSEES, OR ARISING FROM THE USE OF ANY SUCH LICENSED PRODUCT BY ANY THIRD PARTY INCLUDING ANY CONSUMER OR ANY CUSTOMER OF Orphan, ITS AFFILIATES, OR SUBLICENSEES. IN WHOLE NO EVENT SHALL RCT BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT (OTHER THAN FOR AMOUNTS PAID UNDER THIS AGREEMENT), INDIRECT, SPECIAL, INCIDENTAL OR IN PARTCONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUE, OUT LOST PROFITS, OR LOST SAVINGS), EVEN IF RCT HAS NOTICE OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE POSSIBILITY OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY DAMAGES. THE FOREGOING INDEMNITY SHALL HAVE ANY OBLIGATION NOT BE AVAILABLE TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE ANY CLAIM, DAMAGE, OR LIABILITY ARISES SOLELY FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE IN THE MANUFACTURE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALUSE, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESSALE, OR AGENTS OR (II) TO THE EXTENT IMPORTATION OF SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMLICENSED PRODUCT, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ALTHOUGH ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (NOT GUILTY OF SUCH ACTS SHALL NOT BE SUBJECT TO THIS LIMITATION AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES SHALL CONTINUE TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT BENEFIT FROM SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMINDEMNITY.

Indemnity. (a) IN ADDITION TO EXCEPT FOR THE PAYMENT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EXPENSES PURSUANT TO SECTION 10.02LESSOR OR ANY OF ITS AGENTS, WHETHER CONTRACTORS, EMPLOYEES, INVITEES OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY REPRESENTATIVES, LESSEE SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND AND HOLD HARMLESS EACH AGENT THE PREMISES, LESSOR AND LENDERITS AGENTS, THEIR AFFILIATESLESSOR'S MASTER OR GROUND LESSOR (IF ANY), PARTNERS AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”)LENDERS, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, IN ALL CASESLOSS OF RENTS AND/OR DAMAGES, WHETHER LIENS, JUDGMENTS, PENALTIES, ATTORNEYS' AND CONSULTANTS' FEES, EXPENSES AND/OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, LIABILITIES WHICH ARISE OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) RELATE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF LESSEE OR LESSEE'S AGENTS, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEESCONTRACTORS, EMPLOYEES, INVITEES OR AGENTS OR REPRESENTATIVES (IICOLLECTIVELY, "LESSEE PARTIES") TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICERINVITEE, PARTNERLICENSEE OR CONTRACTOR OF THE LESSEE PARTIES, DIRECTOR, TRUSTEE, EMPLOYEE IN CONNECTION WITH THE USE AND/OR AGENT OCCUPANCY OF THE PREMISES. IF ANY ACTION OR PROCEEDING IS BROUGHT AGAINST LESSOR BY REASON OF ANY LOAN PARTY OF THE FOREGOING MATTERS, LESSEE SHALL UPON NOTICE DEFEND THE SAME AT LESSEE'S EXPENSE BY COUNSEL REASONABLY SATISFACTORY TO LESSOR AND THAT IS BROUGHT BY LESSOR SHALL COOPERATE WITH LESSEE IN SUCH DEFENSE. LESSOR NEED NOT HAVE FIRST PAID ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES SUCH CLAIM IN ORDER TO PROMPTLY REFUND BE DEFENDED OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMINDEMNIFIED.

Indemnity. (a) DEBTOR AGREES TO INDEMNIFY, REIMBURSE, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) (FOR THE PURPOSES OF THIS SECTION ALL OF THE FOREGOING ARE COLLECTIVELY CALLED “EXPENSES”) OF WHATSOEVER KIND OR NATURE WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY ANY OF SUCH INDEMNITEES IN ADDITION ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE PAYMENT DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR IN ANY OTHER WAY CONNECTED WITH THE ADMINISTRATION OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS OF OR THE PRESERVATION OF ANY RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF ANY INDEMNITEE; PROVIDED THAT NO SUCH INDEMNITEE SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES INDEMNIFIED PURSUANT TO DEFEND (SUBJECT THIS SECTION FOR EXPENSES TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), THE EXTENT ARISING FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE GROSS NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION 10.01 TO THE PAYMENT OF EXPENSES PURSUANT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONSTRUCTION MANAGER AND ITS AGENTS, PARTNERS, EMPLOYEES, AND CONSULTANTS (COLLECTIVELY “INDEMNITORS”) SHALL AND DO AGREE TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND WITH COUNSEL APPROVED BY OWNER, AND HOLD HARMLESS EACH AGENT THE OWNER AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN COLLECTIVELY “INDEMNITEEINDEMNITEES”), ) FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, INCLUDING ATTORNEY FEES, OF ANY AND ALL INDEMNIFIED NATURE, KIND, OR DESCRIPTION (COLLECTIVELY “LIABILITIES”) OF ANY PERSON OR ENTITY WHOMSOEVER ARISING OUT OF, IN ALL CASESCAUSED BY, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT RESULTING FROM THE PERFORMANCE OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE SERVICES OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE PART THEREOF WHICH ARE CAUSED IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY NEGLIGENT ACT OR OMISSION OF THE CONSTRUCTION MANAGER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY IT OR ANYONE FOR WHOSE ACTS IT MAY BE LIABLE EVEN IF IT IS CAUSED IN PART BY THE NEGLIGENCE OR OMISSION OF ANY LAW OR PUBLIC POLICYINDEMNITEE, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT SO LONG AS IT IS PERMITTED TO PAY NOT CAUSED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IN THE EVENT MORE THAN ONE OF THE INDEMNITORS ARE CONNECTED WITH AN ACCIDENT OR OCCURRENCE COVERED BY THIS INDEMNIFICATION, THEN EACH OF SUCH INDEMNITORS SHALL BE JOINTLY AND SATISFY UNDER APPLICABLE LAW SEVERALLY RESPONSIBLE TO THE PAYMENT INDEMNITEES FOR INDEMNIFICATION AND SATISFACTION THE ULTIMATE RESPONSIBILITY AMONG SUCH INDEMNITORS FOR THE LOSS AND EXPENSE OF ALL INDEMNIFIED LIABILITIES INCURRED ANY SUCH INDEMNIFICATION SHALL BE SETTLED BY INDEMNITEES SEPARATE PROCEEDINGS AND WITHOUT JEOPARDY TO ANY INDEMNITEE. THE PROVISIONS OF THIS ARTICLE SHALL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH OWNER OR ANY OF THEMTHE INDEMNITEES HAS BY LAW.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02LICENSEE WILL, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDAT LICENSEE’S SOLE COST AND EXPENSE, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAYINDEMNIFY AND HOLD FEDEX, AND HOLD HARMLESS EACH AGENT ITS REPRESENTATIVES FROM AND LENDERAGAINST ALL CLAIMS, THEIR AFFILIATESDEMANDS, SUITS, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, FINES AND EACH JUDGMENTS, INCLUDING REASONABLE ATTORNEY’S FEES, (HEREINAFTER, COLLECTIVELY, “CLAIMS”) ARISING OUT OF THEIR RESPECTIVE OR RELATING TO (A) LICENSEE’S INSTALLATION, USE (OR INABILITY TO USE) AND/OR REMOVAL (OR INABILITY TO REMOVE) OF THE PRODUCT OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO LICENSEE BY OR ON BEHALF OF FEDEX OR ITS REPRESENTATIVES(B) THE INTENTIONAL ACTS, WILFULL MISCONDUCT OR NEGLIGENCE (ACTS OR OMISSIONS) OF LICENSEE, ITS EMPLOYEES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEESSUPPLIERS, EMPLOYEESCUSTOMER, AGENTS, USERS, OR REPRESENTATIVES (COLLECTIVELY, FOR PURPOSES OF SECTIONS 11(B) AND AGENTS (EACH11(C), AN “INDEMNITEELICENSEE”); OR, FROM (C) LICENSEE’S BREACH OF THIS AGREEMENT. FEDEX MAY INTERVENE AND AGAINST ASSUME ITS DEFENSE IN ANY SUCH CLAIMS, AT ITS EXPENSE AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER ITS SOLE DISCRETION. LICENSEE WILL NOT SETTLE ANY CLAIMS INVOLVING FEDEX OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT THE PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMFEDEX.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT SUBJECT TO SECTION 10.0212.6 AND SECTION 17.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY TENANT SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT THE INDEMNIFIED PARTIES FROM AND LENDERAGAINST ALL CLAIMS, THEIR AFFILIATESDEMANDS, LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, DAMAGES, AND EACH EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM ANY INJURY TO OR DEATH OF THEIR RESPECTIVE OFFICERSANY PERSON OR THE DAMAGE TO OR THEFT, PARTNERSDESTRUCTION, DIRECTORSLOSS, TRUSTEESOR LOSS OF USE OF, EMPLOYEES, AND AGENTS ANY PROPERTY OR INCONVENIENCE (EACH, AN A “INDEMNITEELOSS”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, (A) OCCURRING IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF ON THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES PROJECT (IOTHER THAN WITHIN THE PREMISES) TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY TENANT PARTY, (B) OCCURRING IN THE PREMISES, OR (C) ARISING OUT OF THE INSTALLATION, OPERATION, MAINTENANCE, REPAIR OR REMOVAL OF ANY PROPERTY OF ANY TENANT PARTY LOCATED IN OR ABOUT THE PROJECT, INCLUDING TENANT’S OFF­ PREMISES EQUIPMENT. IT BEING AGREED THAT CLAUSES (B) AND (C) OF THIS INDEMNITY ARE INTENDED TO INDEMNIFY LANDLORD AND ITS AGENTS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT, EVEN WHEN LANDLORD OR ITS AGENTS ARE JOINTLY, COMPARATIVELY, CONTRIBUTIVELY, OR CONCURRENTLY NEGLIGENT WITH TENANT, AND EVEN THOUGH ANY SUCH INDEMNIFIED LIABILITIES ARISE FROM CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON OR ALLEGED TO BE BASED UPON THE BAD FAITHSTRICT LIABILITY OF LANDLORD OR ITS AGENTS. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF LANDLORD AND ITS AGENTS. HOWEVER, AS DETERMINED IF LANDLORD IS FOUND TO BE PARTIALLY NEGLIGENT BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, LANDLORD SHALL BE RESPONSIBLE FOR PAYING ITS PROPORTION OF THAT INDEMNITEE OR ANY THE APPLICABLE DAMAGE AWARD, CALCULATED USING THE PERCENTAGE OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER LANDLORD’ S NEGLIGENCE AS DETERMINED BY A FINALSUCH COURT. SUBJECT TO SECTION 12.6, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO LANDLORD SHALL DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS TENANT AND ITS AGENTS FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) FOR ANY LOSS ARISING FROM ANY OCCURRENCE (A) IN OR ON THE BUILDING’ S COMMON AREAS TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS AGENTS, AND (B) IN THE PREMISES TO THE EXTENT EXCLUSIVELY CAUSED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS AGENTS. THE INDEMNITIES SET FORTH IN THIS SECTION 10.03 MAY LEASE SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS LEASE AND SHALL NOT TERMINATE OR BE UNENFORCEABLE WAIVED, DIMINISHED OR AFFECTED IN WHOLE ANY MANNER BY ANY ABATEMENT OR IN PART BECAUSE THEY ARE VIOLATIVE APPORTIONMENT OF RENT UNDER ANY LAW OR PUBLIC POLICYPROVISION OF THIS LEASE. IF ANY PROCEEDING IS FILED FOR WHICH INDEMNITY IS REQUIRED HEREUNDER, THE APPLICABLE LOAN INDEMNIFYING PARTY SHALL CONTRIBUTE AGREES, UPON REQUEST THEREFOR, TO DEFEND THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW INDEMNIFIED PARTY IN SUCH PROCEEDING AT ITS SOLE COST UTILIZING COUNSEL SATISFACTORY TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMPARTY.

Indemnity. (aI) IN ADDITION EACH PARTY SHALL NOTIFY THE OTHER OF ANY CLAIM, LAWSUIT OR OTHER PROCEEDING RELATED TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02PATENT RIGHTS. LICENSEE AGREES THAT IT WILL DEFEND, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT BCM, ITS FACULTY MEMBERS, SCIENTISTS, RESEARCHERS, EMPLOYEES, STUDENTS, OFFICERS, TRUSTEES AND LENDER, THEIR AFFILIATES, AGENTS AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS THEM (EACH, AN THE “INDEMNITEEINDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTION, LAWSUITS OR OTHER PROCEEDINGS (THE “BCM CLAIMS”) FILED OR OTHERWISE INSTITUTED AGAINST ANY OF THE INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER PARTIES RELATED DIRECTLY TO OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, ARISING OUT OF THE COMPARATIVEDESIGN, CONTRIBUTORYPROCESS, MANUFACTURE OR SOLE NEGLIGENCE USE OF SUCH INDEMNITEEPATENT RIGHTS, LICENSED PRODUCTS OR ANY OTHER EMBODIMENT OF PATENT RIGHTS (INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF LITIGATION OR OTHER DEFENSE); PROVIDED, HOWEVER, THAT NO LOAN PARTY SUCH INDEMNITY OBLIGATION SHALL HAVE ANY OBLIGATION NOT APPLY TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE BCM CLAIMS ARISING FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTINTENTIONAL MISCONDUCT OF ANY INDEMNIFIED PARTY. LICENSEE WILL ALSO ASSUME RESPONSIBILITY FOR ALL COSTS AND EXPENSES RELATED TO SUCH BCM CLAIMS FOR WHICH IT IS OBLIGATED TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 16.1, AS DETERMINED BY A COURT INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION LITIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMDEFENSE.

Indemnity. REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (aWHETHER SOLE, JOINT, OR CONCURRENT) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ANY THIRD PARTY, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED JOINT OWNER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND INDEMNIFY, DEFEND, AND SAVE HARMLESS LESSOR, ITS PARENT COMPANY, PARTNERS (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSELGENERAL OR LIMITED), INDEMNIFYMEMBERS, PAYSUBSIDIARIES, AFFILIATES, SUCCESSORS, AND HOLD HARMLESS EACH ASSIGNS, INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS ANY SUCH ENTITY (EACH, AN HEREINAFTER COLLECTIVELY CALLED “INDEMNITEE”), ) FROM AND AGAINST ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, FINE, PENALTY, LOSS, JUDGMENT, OR EXPENSE OF ANY KIND OF ANY PARTY (HEREINAFTER COLLECTIVELY CALLED “LIABILITY”), INCLUDING ANY EXPENSES OF LITIGATION, COURT COSTS, AND ALL INDEMNIFIED LIABILITIESREASONABLE ATTORNEY’S FEES, IN ALL CASESRESULTING FROM, WHETHER ARISING OUT OF, OR NOT CAUSED BY THE DELIVERY OF ANY PRODUCT BY JOINT OWNER OR ARISINGJOINT OWNER’S AGENT, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONTRACTOR, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDCARRIER WHICH IS CONTAMINATED OR OTHERWISE FAILS TO MEET THE SPECIFICATIONS SET FORTH HEREIN, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM LIABILITY IS DIRECTLY CAUSED BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT MISCONDUCT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH AN INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED LICENSEE HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, DEFEND AND HOLD HARMLESS EACH AGENT LICENSOR AND LENDER, THEIR AFFILIATESITS MANAGING AGENT, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND AGENTS SUCCESSORS-IN-INTEREST (EACHCOLLECTIVELY AND TOGETHER WITH LICENSOR, AN “INDEMNITEE”), THE "LICENSOR PARTIES") FROM AND AGAINST ALL LIABILITY, LOSS, DAMAGE, COST OR EXPENSE, INCLUDING ATTORNEYS' FEES, ON ACCOUNT OF ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS OF ANY NATURE WHATSOEVER (INCLUDING CLAIMS OR LIENS OF LABORERS OR MATERIALMEN OR OTHERS) FOR WORK PERFORMED, IN ALL CASESMATERIALS OR SUPPLIES FURNISHED, WHETHER DAMAGE TO PROPERTY OR NOT INJURY TO PERSONS CAUSED BY THE NEGLIGENCE OR ARISINGMISCONDUCT OF LICENSEE OR LICENSEE'S AGENTS, IN WHOLE SERVANTS, OR IN PARTEMPLOYEES OR ANY OTHER PERSONS ENTERING UPON THE EQUIPMENT AREA OR THE BUILDING UNDER THE EXPRESS F-7 82 OR IMPLIED INVITATION OF LICENSEE, OUT OR WHERE SUCH INJURY IS THE RESULT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE VIOLATION OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT PROVISIONS OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION THIS AGREEMENT BY ANY LOAN PARTY SUCH PERSON OR ANY OFFICERCAUSED BY THE CONSTRUCTION, PARTNERINSTALLATION, DIRECTORALTERATION, TRUSTEEMAINTENANCE, EMPLOYEE REPAIR, RELOCATION OR AGENT USE OF ANY LOAN PARTY THE COMMUNICATIONS EQUIPMENT. LICENSEE'S OBLIGATIONS AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING LIABILITIES UNDER THIS PARAGRAPH SHALL SURVIVE THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND EXPIRATION OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT TERMINATION OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMAGREEMENT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED EACH DEBTOR HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)INDEMNIFY SECURED PARTY AND ITS RESPECTIVE SUCCESSORS, INDEMNIFYASSIGNS, PAYAGENTS, ATTORNEYS, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND EXPENSES OF ANY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT SECURED PARTY IS A PARTY THERETO) IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SECURED PARTY OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES, IN ALL CASESANY WAY RELATING TO OR ARISING OUT OF THIS SECURITY AGREEMENT, OR THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER DISPOSITION OF ANY COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR NOT CAUSED DISCOVERABLE BY THE Secured Party OR ARISINGTHE DEBTORS, IN WHOLE AND ANY CLAIM FOR PATENT, TRADEMARK OR IN PARTCOPYRIGHT INFRINGEMENT). NOTWITHSTANDING THE FOREGOING, NO PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ACTS OR OMISSIONS ARISING OUT OF THE COMPARATIVEOR RESULTING FROM SUCH PERSON'S GROSS NEGLIGENCE, CONTRIBUTORY, WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMFRAUD.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY --------- SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)THE BORROWER SHALL PAY, INDEMNIFY, PAY, AND HOLD HARMLESS EACH BANK, THE ISSUING BANK, THE ADMINISTRATIVE AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOTHER AFFILIATES, EMPLOYEES, COUNSEL, AGENTS AND AGENTS ATTORNEYS-IN-FACT (EACH, AN “INDEMNITEE”), "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED ------------------ LIABILITIES, IN ALL CASESOBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES OR DISBURSEMENTS (INCLUDING ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO (A) ANY INVESTIGATION, LITIGATION 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 CAUSED ANY INDEMNIFIED PERSON IS A PARTY THERETO AND (B) THE ACTUAL OR ALLEGED PRESENCE OF HAZARDOUS MATERIALS IN THE AIR, SURFACE WATER OR GROUNDWATER OR ON THE SURFACE OR SUBSURFACE OF ANY PROPERTY OWNED OR AT ANY TIME OPERATED BY ANY CREDIT PARTY, THE GENERATION, STORAGE, TRANSPORTATION, HANDLING OR ARISINGDISPOSAL OF HAZARDOUS MATERIALS AT ANY LOCATION BY ANY CREDIT PARTY, IN WHOLE WHETHER OR IN PARTNOT OWNED OR OPERATED BY ANY CREDIT PARTY, OUT THE NONCOMPLIANCE OF THE COMPARATIVE, CONTRIBUTORYANY PROPERTY WITH ENVIRONMENTAL LAWS (INCLUDING APPLICABLE PERMITS THEREUNDER) APPLICABLE TO ANY PROPERTY, OR SOLE ANY ENVIRONMENTAL CLAIM ASSERTED AGAINST ANY CREDIT PARTY OR ANY PROPERTY OWNED OR AT ANY TIME OPERATED BY ANY CREDIT PARTY (ALL THE FOREGOING DESCRIBED IN (A) AND (B) ABOVE, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES") INCLUDING INDEMNIFIED LIABILITIES ARISING FROM THE ------------------------ NEGLIGENCE OF SUCH INDEMNITEEINDEMNIFIED PERSON; PROVIDED, PROVIDED THAT NO LOAN PARTY THE BORROWER SHALL HAVE ANY NO -------- OBLIGATION HEREUNDER TO ANY INDEMNITEE HEREUNDER INDEMNIFIED PERSON WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE ARISING FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, MISCONDUCT OF ANY INDEMNIFIED PERSON AS THE SAME IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)JURISDICTION. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH OBLIGATIONS IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY 11.05 SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE SURVIVE ------------- PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMOTHER OBLIGATIONS.

Indemnity. (a) IN ADDITION NEITHER PARTY SHALL BE LIABLE FOR ANY ACTIONS OR OMISSIONS TO ACT OF THE OTHER PARTY, OR OF ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SUBJECT TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDLIMITATIONS SET FORTH IN THIS AGREEMENT, EACH LOAN PARTY (THE “INDEMNIFYING PARTY”) AGREES THAT (EXCEPT AS PROVIDED FOR IN SECTION 6) IT SHALL, TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)THE EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDERTHE OTHER PARTY, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERSITS MEMBERS, DIRECTORS, TRUSTEESOFFICERS, MANAGERS, AGENTS AND EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, IN ALL CASESCAUSES OF ACTION, WHETHER JUDGMENTS, ASSESSMENTS, PENALTIES, COSTS, AND EXPENSES OF ANY KIND OR NOT CAUSED BY OR ARISINGNATURE, IN WHOLE OR IN PARTINCLUDING REASONABLE ATTORNEYS FEES, OUT EXPENSES OF LITIGATION AND COURT COSTS, WITHOUT REGARD TO THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES AMOUNT (ICOLLECTIVELY “LOSSES”) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES LOSSES ARE, DIRECTLY OR INDIRECTLY CAUSED BY, CONNECTED WITH, OR ARISE FROM OUT OF THE BAD FAITHINDEMNIFYING PARTY’S FAILURE TO COMPLY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY PRODUCTS SHIPPED BY THE INDEMNIFYING PARTY’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, ORDERS, RULES AND REGULATIONS OR FROM ANY INTENTIONAL OR UNINTENTIONAL ACTION OR OMISSION TO ACT OF THE INDEMNIFYING PARTY, OR ITS OFFICERS, PARTNERSMEMBERS, DIRECTORS, TRUSTEESOFFICERS, MANGERS, AGENTS AND EMPLOYEES. IN THE EVENT THAT ANY SUCH INCIDENT THAT LEADS TO ANY CLAIM FOR INDEMNIFICATION IS THE RESULT OF INTENTIONAL OR UNINTENTIONAL CONDUCT OF BOTH PARTIES, OR AGENTS OR (II) EACH PARTY AGREES THAT IT SHALL BE LIABLE TO REIMBURSE AND INDEMNIFY THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT LIABILITY AND RESPONSIBILITY WOULD BE APPORTIONED TO SUCH PARTY IN ACCORDANCE WITH TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYREDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). Execution Copy THE LAWS OF ANY LAW OR PUBLIC POLICYCOMPARATIVE NEGLIGENCE. TO RECEIVE THE FOREGOING INDEMNITY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE SEEKING INDEMNIFICATION MUST NOTIFY THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY INDEMNIFYING PARTY IN WRITING OF A CLAIM PROMPTLY AND SATISFY UNDER APPLICABLE LAW TO PROVIDE ALL COOPERATION REASONABLY REQUESTED BY THE PAYMENT AND SATISFACTION INDEMNIFYING PARTY (AT THE EXPENSE OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTHE INDEMNIFYING PARTY).

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.024. RESIDENT SHALL INDEMNIFY, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDPROTECT, EACH LOAN PARTY AGREES TO HOLD HARMLESS, AND DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), ON DEMAND) THE ASSOCIATION PARTIES FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS (INCLUDING WITHOUT LIMITATION CLAIMS BROUGHT BY RESIDENT OR BY ANY GUESTS, INVITEES, OR LICENSEES OF RESIDENT), ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, FEES, OR EXPENSES OF WHATEVER KIND, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, THE COST OF ENFORCING ANY RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT, AND THE COST OF PURSUING ANY INSURANCE PROVIDERS, (COLLECTIVELY, “INDEMNIFIABLE LOSSES”) ARISING OUT OF OR RELATING TO RESIDENT’S (OR RESIDENT’S GUESTS’, INVITEES’, OR LICENSEES’) PRESENCE IN ALL CASESOR USE OF THE ASSOCIATION FACILITY. THIS COVENANT TO INDEMNIFY, WHETHER PROTECT, HOLD HARMLESS, AND DEFEND INCLUDES WITHOUT LIMITATION INDEMNIFIABLE LOSSES CAUSED, OR NOT CAUSED BY OR ARISINGALLEGED TO BE CAUSED, IN WHOLE OR IN PARTPART BY THE ASSOCIATION PARTIES’ OWN NEGLIGENCE, OUT REGARDLESS OF WHETHER SUCH NEGLIGENCE IS, OR IS ALLEGED TO BE, THE SOLE, JOINT, COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMCONTRIBUTORY CAUSE.

Indemnity. (a) IN ADDITION TO THE PAYMENT TENANT SHALL DEFEND LANDLORD AND ANY OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERSLANDLORD’S OWNERS, PARTNERS, DIRECTORSTRUSTEES, TRUSTEESBENEFICIAL OWNERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS (EACHAGENTS, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERSDIRECTORS OR SHAREHOLDERS, DIRECTORSTOGETHER WITH THE LENDER, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM AND ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICEROWNER, PARTNER, MEMBER, MANAGER, TRUSTEE, BENEFICIAL OWNER, OFFICER, DIRECTOR, TRUSTEESHAREHOLDER, EMPLOYEE OR AGENT OF THE LENDER OR ANY LOAN HOLDER OF A PASS-THROUGH OR SIMILAR CERTIFICATE ISSUED BY THE LENDER (HEREIN, COLLECTIVELY, “INDEMNIFIED PARTIES”) WITH RESPECT TO, AND SHALL PAY, PROTECT, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST, ANY AND ALL LIABILITIES, LOSSES, DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS OR JUDGMENTS OF ANY NATURE WHATSOEVER, HOWEVER CAUSED, (A) TO WHICH ANY INDEMNIFIED PARTY AND THAT IS BROUGHT BY SUBJECT BECAUSE OF LANDLORD’S OR LENDER’S ESTATE IN THE PREMISES OR (B) ARISING FROM (I) INJURY TO OR DEATH OF ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEEPERSON OR PERSONS OR DAMAGE TO OR LOSS OF PROPERTY, BY ACCEPTING REAL OR PERSONAL, IN ANY MANNER ARISING THEREFROM, OCCURRING ON THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND PREMISES OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO CONNECTED WITH THE EXTENT IT IS LATER DETERMINED BY A FINALUSE, NON-APPEALABLE ORDER USE, CONDITION, OCCUPANCY, MAINTENANCE, REPAIR OR JUDGMENT REBUILDING OF A COURT ANY THEREOF, WHETHER OR NOT SUCH INDEMNIFIED PARTY HAS OR SHOULD HAVE KNOWLEDGE OR NOTICE OF COMPETENT JURISDICTION THE DEFECT OR CONDITIONS, IF ANY, CAUSING OR CONTRIBUTING TO SAID INJURY, DEATH, LOSS, DAMAGE OR OTHER CLAIM, (II) TENANT’S VIOLATION OF THIS LEASE, (III) ANY ACT OR OMISSION OF TENANT OR ITS AGENTS, CONTRACTORS, LICENSEES, SUBTENANTS OR INVITEES, AND (IV) ANY CONTEST REFERRED TO IN SECTION 30.2; PROVIDED, THAT TENANT SHALL NOT BE REQUIRED TO INDEMNIFY, DEFEND OR HOLD HARMLESS ANY INDEMNIFIED PARTY FOR ANY SUCH INDEMNITEE IS NOT ENTITLED THERETO). MATTERS ARISING DUE TO THE EXTENT GROSS NEGLIGENCE, INTENTIONAL ACT, OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. TENANT COVENANTS UPON NOTICE FROM SUCH INDEMNIFIED PARTY TO DEFEND SUCH INDEMNIFIED PARTY IN SUCH ACTION, WITH THE EXPENSES OF SUCH DEFENSE PAID BY TENANT; PROVIDED, THAT IN CONNECTION WITH TENANT’S OBLIGATIONS TO PROVIDE A DEFENSE OF THE UNDERTAKINGS INDEMNIFIED PARTIES HEREUNDER, TENANT SHALL BE ENTITLED TO DEFENDSELECT COUNSEL REASONABLY SATISFACTORY TO LANDLORD TO DEFEND SUCH INDEMNIFIED PARTIES SO LONG AS DEFENSE OF MULTIPLE PARTIES IS REASONABLE UNDER THE CIRCUMSTANCES AND SO LONG AS SUCH COMMON DEFENSE DOES NOT LIMIT ANY REASONABLE CLAIMS OR DEFENSES WHICH COULD BE RAISED BY ANY SUCH INDEMNIFIED PARTIES. THE OBLIGATIONS OF TENANT UNDER THIS SECTION 28 SHALL SURVIVE ANY TERMINATION OF THIS LEASE. ANY AMOUNTS PAYABLE TO ANY INDEMNIFIED PARTY HEREUNDER BY REASON OF THE APPLICATION OF THIS SECTION 28 SHALL BECOME IMMEDIATELY DUE AND PAYABLE; AND SUCH AMOUNTS SHALL BEAR INTEREST AT THE LEASE DEFAULT RATE FROM THE DATE LOSS OR DAMAGE IS PAID BY SUCH INDEMNIFIED PARTY UNTIL PAID BY TENANT. LANDLORD AND TENANT INTEND THAT, INDEMNIFYUNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, PAYTHE INDEMNITIES AND RELEASES PROVIDED IN THIS LEASE BY TENANT FOR THE BENEFIT OF LANDLORD, AND HOLD HARMLESS LENDER OR ANY OTHER INDEMNIFIED PARTIES (INCLUDING WITHOUT LIMITATION, THE INDEMNITIES SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE 28 AND IN WHOLE SECTION 38.5 OF THIS LEASE), SHALL APPLY EVEN IF AND WHEN THE SUBJECT MATTER OF THE INDEMNITIES AND RELEASES ARE CAUSED BY OR IN PART BECAUSE THEY ARE VIOLATIVE ARISE OUT OF ANY LAW OR PUBLIC POLICYTHE NEGLIGENCE OF LANDLORD, THE APPLICABLE LOAN 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 LENDER OR ANY OTHER INDEMNIFIED PARTIES, OR ARISE AS A RESULT OF THEMSTRICT LIABILITY OF LANDLORD, LENDER OR ANY OTHER INDEMNIFIED PARTIES, BUT IN NO EVENT SHALL TENANT BE OBLIGATED TO INDEMNIFY LANDLORD, LENDER OR ANY OTHER INDEMNIFIED PARTIES WITH RESPECT TO MATTERS ARISING FROM THEIR GROSS NEGLIGENCE AND/OR INTENTIONAL ACT OR WILLFUL MISCONDUCT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.029.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES OF CPS AND THE BORROWER AGREES, SEVERALLY BUT NOT JOINTLY, TO DEFEND (SUBJECT TO INDEMNITEES’ ' SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND THE LENDER, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF EACH AGENT AND THE LENDER (EACH, AN “"INDEMNITEE”"), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY NEITHER CPS NOR THE BORROWER SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 9.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, CPS OR THE APPLICABLE LOAN PARTY BORROWER, AS APPLICABLE, 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONTRACTOR AND ITS AGENTS, PARTNERS, EMPLOYEES, AND CONSULTANTS (COLLECTIVELY “INDEMNITORS”) SHALL AND DO AGREE TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYPROTECT, DEFEND WITH COUNSEL APPROVED BY OWNER, AND HOLD HARMLESS EACH AGENT THE OWNER, REPRESENTATIVES OF THE OWNER AND LENDERTHE COMMISSIONERS COURT OF XXXXXXXXXX COUNTY, THEIR AFFILIATESITS VARIOUS DEPARTMENTS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN COLLECTIVELY “INDEMNITEEINDEMNITEES”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, CLAIMS IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT RELATION TO CONTRACTOR’S PERFORMANCE OF THE COMPARATIVEWORK DESCRIBED HEREIN. DAMAGES, CONTRIBUTORYLOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES, INCLUDING ATTORNEY FEES, OF ANY NATURE, KIND, OR SOLE NEGLIGENCE DESCRIPTION (COLLECTIVELY “LIABILITIES”) OF SUCH INDEMNITEE; PROVIDEDANY PERSON OR ENTITY WHOMSOEVER ARISING OUT OF, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE CAUSED BY, OR RESULTING FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT PERFORMANCE OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THE SERVICES OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE PART THEREOF WHICH ARE CAUSED IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY NEGLIGENT ACT OR OMISSION OF THE CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY IT OR ANYONE FOR WHOSE ACTS IT MAY BE LIABLE, EVEN IF IT IS CAUSED IN PART BY THE NEGLIGENCE OR OMISSION OF ANY LAW OR PUBLIC POLICYINDEMNITEE, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT SO LONG AS IT IS PERMITTED TO PAY NOT CAUSED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IN THE EVENT MORE THAN ONE OF THE INDEMNITORS ARE CONNECTED WITH AN ACCIDENT OR OCCURRENCE COVERED BY THIS INDEMNIFICATION, THEN EACH OF SUCH INDEMNITORS SHALL BE JOINTLY AND SATISFY UNDER APPLICABLE LAW SEVERALLY RESPONSIBLE TO THE PAYMENT INDEMNITEES FOR INDEMNIFICATION AND SATISFACTION THE ULTIMATE RESPONSIBILITY AMONG SUCH INDEMNITORS FOR THE LOSS AND EXPENSE OF ALL INDEMNIFIED LIABILITIES INCURRED ANY SUCH INDEMNIFICATION SHALL BE SETTLED BY INDEMNITEES SEPARATE PROCEEDINGS AND WITHOUT JEOPARDY TO ANY INDEMNITEE. THE PROVISIONS OF THIS ARTICLE SHALL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH OWNER OR ANY OF THEMTHE INDEMNITEES HAS BY LAW. THE INDEMNITIES CONTAINED HEREIN SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.

Indemnity. (a) IN ADDITION EXCEPT TO THE PAYMENT OF EXPENSES PURSUANT EXTENT DUE SOLELY TO SECTION 10.02LENDER’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATESITS DIRECTORS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESMEMBERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”)ASSIGNS FOR, FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES), WHICH ANY SUCH PARTY MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER OR ANY ASSET GUARANTOR TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S OR AGENTS ANY ASSET GUARANTOR’S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY LOAN PARTY ASSET GUARANTOR, ANY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICEROF THE ASSETS. BORROWER SHALL PROMPTLY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INTEREST APPLICABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT PRINCIPAL BALANCE OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)THE NOTE. TO THE EXTENT THAT THE UNDERTAKINGS BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE SUCH PARTIES SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMSECURITY INSTRUMENT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED GRANT RECIPIENT HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY INDEMNIFIES AND AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDERTHE CITY, THE ZONE, THEIR AFFILIATESOFFICIALS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS AND AGENTS EMPLOYEES (EACH, EACH AN “INDEMNITEE”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, IN ALL CASESDAMAGES, WHETHER LOSSES, CAUSES OF ACTION, LAWSUITS AND LIABILITIES OF EVERY KIND AND CHARACTER INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS’ FEES AND COSTS OF LITIGATION, FOR PERSONAL INJURY (INCLUDING DEATH) OF ANY PERSON OR NOT CAUSED BY FOR DAMAGE TO OR ARISING, IN WHOLE LOSS OF PROPERTY ARISING OUT OF OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER CONNECTION WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OF THE GRANT RECIPIENT OR ANY OFFICERTHE GRANT RECIPIENT’S OFFICERS, PARTNERAGENTS, DIRECTOREMPLOYEES, TRUSTEECONTRACTORS, EMPLOYEE SUBCONTRACTORS AND THE CONTRACTORS’ AND SUBCONTRACTORS’ EMPLOYEES, IN CONNECTION WITH THE DESIGN, CONSTRUCTION, WORKMANSHIP AND PERFORMANCE OF THE WORK DESCRIBED IN THE GRANT APPLICATION (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATH OR AGENT DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE). NOTHING CONTAINED IN THIS ARTICLE X, SECTION 1 SHALL CONSTITUTE A WAIVER OF ANY LOAN PARTY AND THAT IS BROUGHT BY GOVERNMENTAL IMMUNITY OR DEFENSE AVAILABLE TO ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)UNDER TEXAS LAW. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMThis indemnity shall expressly survive the expiration or termination of this Agreement.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY DEVELOPER AGREES TO DEFEND DEFEND, INDEMNIFY AND HOLD THE CITY AND TIF BOARD, ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL INJURY (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSELINCLUDING DEATH), INDEMNIFYPROPERTY DAMAGE OR OTHER HARM TO THIRD PARTY FOR WHICH RECOVERY OF DAMAGES IS SOUGHT THAT ARISE OUT OF OR ARE OCCASIONED BY DEVELOPER’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, PAYOR BY ANY NEGLIGENT ACT OR OMISSION OF DEVELOPER, AND HOLD HARMLESS EACH AGENT AND LENDERITS OFFICERS, THEIR AFFILIATESAGENTS, AND EACH ASSOCIATES, OR EMPLOYEES, IN THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF TIF BOARD OR CITY OR THEIR RESPECTIVE OFFICERS, PARTNERSAGENTS, DIRECTORS, TRUSTEES, EMPLOYEESEMPLOYEES OR SEPARATE CONTRACTORS, AND AGENTS (EACHIN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND TIF BOARD, AN “INDEMNITEE”)RESPONSIBILITY, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESIF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT ACCORDANCE WITH THE LAWS OF THE COMPARATIVESTATE OF TEXAS, CONTRIBUTORYWITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY AND TIF BOARD UNDER TEXAS OR SOLE NEGLIGENCE FEDERAL LAW. THE PROVISIONS OF SUCH INDEMNITEE; PROVIDEDTHIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION CONTRACTUAL OR OTHERWISE, TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OTHER PERSON OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMENTITY.

Indemnity. EACH LOAN PARTY SHALL INDEMNIFY EACH ARRANGER, EACH AGENT (aAND ANY SUB-AGENT THEREOF), EACH LENDER AND THE ISSUING BANK, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNIFIED PERSON”) AGAINST, AND HOLD EACH INDEMNIFIED PERSON HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, AND DISBURSEMENTS (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNIFIED PERSON), INCURRED BY ANY INDEMNIFIED PERSON OR ASSERTED AGAINST ANY INDEMNIFIED PERSON BY ANY THIRD PARTY OR BY ANY BORROWER OR ANY OTHER LOAN PARTY ARISING OUT OF, IN ADDITION TO CONNECTION WITH, OR AS A RESULT OF (I) THE PAYMENT EXECUTION OR DELIVERY OF EXPENSES PURSUANT TO SECTION 10.02THIS AGREEMENT, WHETHER ANY OTHER LOAN DOCUMENT OR NOT ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDOR THEREBY, EACH (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF MATERIALS OF ENVIRONMENTAL CONCERN ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY AGREES OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO DEFEND ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR (SUBJECT IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO INDEMNITEESANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OR ANY LOAN PARTY’S OR ANY OF ITS SUBSIDIARIES’ SELECTION OF COUNSEL)DIRECTORS, INDEMNIFYMANAGERS, PAYEQUITY OWNERS OR CREDITORS, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATESREGARDLESS OF WHETHER ANY INDEMNIFIED PERSON IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNIFIED PERSON NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF THEIR RESPECTIVE OFFICERSEVERY KIND OR CHARACTER WHATSOEVER, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASESINCLUDING ITS OWN ORDINARY NEGLIGENCE, WHETHER ACTIVE OR NOT CAUSED BY PASSIVE, WHETHER AN AFFIRMATIVE ACT OR ARISINGAN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN WHOLE THE RESTATEMENT (SECOND) OF TORTS OF ONE OR IN PART, OUT MORE OF THE COMPARATIVEINDEMNIFIED PERSONS OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PERSONS; PROVIDED THAT SUCH INDEMNITY SHALL NOT, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT AS TO ANY INDEMNIFIED LIABILITIES (I) PERSON, BE AVAILABLE TO THE EXTENT THAT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHLOSSES, GROSS NEGLIGENCE CLAIMS, DAMAGES, LIABILITIES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR WILLFUL MISCONDUCT, AS DISBURSEMENTS (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALBY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, NON-APPEALABLE ORDER BAD FAITH OR JUDGMENT, WILLFUL MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMPERSON. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM THESE INDEMNITIES SHALL EXTEND TO ANY ACT OR OMISSION CLAIMS ASSERTED AGAINST ANY INDEMNIFIED PERSON BY ANY LOAN PARTY OR PERSON UNDER ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT ENVIRONMENTAL LAWS BY REASON OF ANY LOAN PARTY AND THAT IS BROUGHT BY PARTY’S OR ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES OTHER PERSON’S FAILURE TO PROMPTLY REFUND COMPLY WITH LAWS APPLICABLE TO SOLID OR RETURN HAZARDOUS WASTE MATERIALS OR OTHER TOXIC SUBSTANCES. NOTWITHSTANDING ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH CONTRARY PROVISION IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICYAGREEMENT, THE APPLICABLE OBLIGATION OF THE LOAN PARTY PARTIES UNDER THIS SECTION 13.2 SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS AND SATISFACTION THE TERMINATION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.THIS AGREEMENT. 138

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.029.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY THE BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND LENDERLENDERS, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS OF EACH AGENT AND LENDERS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THE BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 9.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF VIOLATE ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY EACH OBLIGOR SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)PAY, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT BANK, EACH ISSUING BANK, THE AGENT, THE SYNDICATION AGENT, THE LEAD ARRANGER, THE JOINT LEAD ARRANGER AND LENDER, THEIR AFFILIATESEACH JOINT BOOK RUNNER, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS AND AGENTS ATTORNEYS-IN-FACT (EACH, AN “INDEMNITEE”), "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASESENVIRONMENTAL CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES AND EXPENSES OF COUNSEL AND THE REASONABLE ALLOCATED COST OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT AND ANY OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, AND WITH RESPECT TO ANY INVESTIGATION, LITIGATION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE LOANS OR LETTERS OF CREDIT OR THE USE OF THE PROCEEDS THEREOF, WHETHER OR NOT CAUSED BY ANY INDEMNIFIED PERSON IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), WHETHER OR ARISING, IN WHOLE OR IN PART, OUT NOT ANY OF THE COMPARATIVE, CONTRIBUTORY, FOREGOING SPECIFIED IN THIS SECTION 13.5 ARISES FROM THE SOLE OR SOLE CONCURRENT NEGLIGENCE OF SUCH INDEMNITEEANY INDEMNIFIED PERSON; PROVIDED, THAT NO LOAN PARTY THE OBLIGORS SHALL HAVE ANY NO OBLIGATION UNDER THIS SECTION 13.5 TO ANY INDEMNITEE HEREUNDER INDEMNIFIED PERSON WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS WHICH ARE DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION IN A FINALTO HAVE RESULTED FROM THE GROSS NEGLIGENCE, NON-APPEALABLE ORDER BAD FAITH OR JUDGMENT, WILLFUL MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING PERSON. THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH AGREEMENTS IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY 13.5 SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION SURVIVE REPAYMENT OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OTHER OBLIGATIONS AND THE TERMINATION OF THEM.THIS AGREEMENT. 127

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDEXTENT PERMITTED BY LAW, EACH LOAN PARTY AGREES TO DEFEND OF THE PARTIES HERETO (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), HEREINAFTER “INDEMNIFYING PARTY”) SHALL INDEMNIFY, PAY, DEFEND AND HOLD HARMLESS EACH AGENT THE OTHER PARTIES AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS AND AGENTS (EACH, AN “INDEMNITEE”), EMPLOYEES FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESLOSSES, IN ALL CASESCOSTS, WHETHER DAMAGES, EXPENSES, CLAIMS, SUITS, DEMANDS OR LIABILITY INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES THAT DIRECTLY ARISE FROM, AND ARE PROXIMATELY CAUSED BY OR ARISINGBY, IN WHOLE OR IN PART, OUT ANY BREACH OF THE COMPARATIVEMOU OR ANY VIOLATION OF THE GRANT OBLIGATIONS OR RESTRICTIONS BY THE INDEMNIFYING PARTY. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFYING PARY’S OBLIGATION FOR INDEMNIFICATION TO ALL PARTIES AGGREGATED, UNDER THIS MOU SHALL BE LIMITED TO THE AMOUNT OF GRANT PROCEEDS RECEIVED, OR TO BE RECEIVED, UNDER THE GRANT BY THE INDEMNIFYING PARTY. IT IS THE INTENTION OF THE PARITES THAT WHERE FAULT IS DETERMINED TO HAVE BEEN CONTRIBUTORY, PRINCIPLES OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN COMPARATIVE FAULT WILL BE FOLLOWED AND EACH PARTY SHALL HAVE BEAR THE PROPORTIONATE COST OF ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) DAMAGE ATTRIBUTABLE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, FUALT OF THAT INDEMNITEE OR ANY OF PARTY, ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEESAGENTS, EMPLOYEES, OR AGENTS OR (II) TO SUBCONTRACTORS AND VOLUNTEERS. THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT INDEMNITY PROVISIONS OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THIS MOU SHALL SURVIVE THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT TERMINATION OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMMOU.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)INDEMNIFY EACH LENDER PARTY , INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”)UPON DEMAND, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS, SETTLEMENTS, COSTS, EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS, EXPERTS AND ADVISORS) OF ANY KIND OR NATURE WHATSOEVER (IN ALL CASESTHIS SECTION COLLECTIVELY CALLED "LIABILITIES AND COSTS") WHICH TO ANY EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH LENDER PARTY GROWING OUT OF, RESULTING FROM OR IN ANY OTHER WAY ASSOCIATED WITH ANY OF THE COLLATERAL, THE LOAN DOCUMENTS AND THE TRANSACTIONS AND EVENTS (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF) AT ANY TIME ASSOCIATED THEREWITH OR CONTEMPLATED THEREIN (WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE AND INCLUDING ANY VIOLATION OR NONCOMPLIANCE WITH ANY ENVIRONMENTAL LAWS BY ANY LENDER PARTY OR ANY OTHER PERSON OR ANY LIABILITIES OR DUTIES OF ANY LENDER PARTY OR ANY OTHER PERSON WITH RESPECT TO HAZARDOUS MATERIALS FOUND IN OR RELEASED INTO THE ENVIRONMENT). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVESTRICT LIABILITY OR CAUSED, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY NEGLIGENT ACT OR OMISSION OF ANY LAW OR PUBLIC POLICYKIND BY ANY LENDER PARTY, THE APPLICABLE LOAN 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.provided only that no Lender Party shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower or any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Lender Party, the indemnification provided for in this section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the

Indemnity. (a) IN ADDITION 12.1 TO THE PAYMENT EXTENT CLAIMS, DAMAGES, LOSSES OR EXPENSES ARE NOT COVERED BY INSURANCE PURCHASED BY THE CONSTRUCTION MANAGER UNDER 9.4, THE CONSTRUCTION MANAGER WILL INDEMNIFY AND HOLD HARMLESS THE OWNER FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, ARISING OUT OF EXPENSES PURSUANT OR RESULTING FROM PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ATTRIBUTABLE TO SECTION 10.02BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY, (except damage to the Work itself which is insured under the Property Insurance for the Project pursuant to 9.4.1,) BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSTRUCTION MANAGER, A TRADE CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN PART BY A PARTY INDEMNIFIED HEREUNDER. SUCH OBLIGATION WILL NOT BE CONSUMMATEDCONSTRUED TO NEGATE, EACH LOAN ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY WHICH WOULD OTHERWISE EXIST AS TO A PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND OR PERSON DESCRIBED IN THIS PARAGRAPH. IN CLAIMS AGAINST ANY AND ALL PERSON OR ENTITY INDEMNIFIED LIABILITIESUNDER THIS PARAGRAPH BY AN EMPLOYEE OF THE CONSTRUCTION MANAGER, IN ALL CASESA TRADE CONTRACTOR, WHETHER ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH WILL NOT CAUSED BE LIMITED BY A LIMITATION ON AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR ARISINGFOR THE CONSTRUCTION MANAGER OR A TRADE CONTRACTOR UNDER WORKERS' COMPENSATION ACTS, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION DISABILITY BENEFIT ACTS OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMBENEFIT ACTS.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)PARTY, INDEMNIFYJOINTLY AND SEVERALLY, PAYINDEMNIFY AND SHALL SAVE, AND HOLD HARMLESS EACH THE AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS THE LENDERS (EACHINDIVIDUALLY, AN “"INDEMNITEE”)" AND COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST THE FOLLOWING (EACH A "CLAIM"): (I) ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, IN DEMANDS, ACTIONS, OR CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON IF THE CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO A CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION THAT THE PERSON ASSERTS OR MAY ASSERT AGAINST A LOAN PARTY (II) ANY AND ALL CASESCLAIMS, WHETHER DEMANDS, ACTIONS OR NOT CAUSED BY CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE IF THE CLAIM, DEMAND, ACTION OR ARISINGCAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO THE COMMITMENT, IN WHOLE OR IN PART, OUT THE USE OF PROCEEDS OF THE COMPARATIVE, CONTRIBUTORYLOANS, OR SOLE NEGLIGENCE THE RELATIONSHIP OF SUCH INDEMNITEE; PROVIDED, THAT NO A LOAN PARTY SHALL HAVE AND THE AGENT OR ANY OBLIGATION OF THE LENDERS UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED PURSUANT TO THIS AGREEMENT; (III) ANY INDEMNITEE HEREUNDER WITH RESPECT ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED TO ANY INDEMNIFIED LIABILITIES A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DESCRIBED IN CLAUSES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM ABOVE; AND, (IV) ANY AND ALL LIABILITIES, LOSSES, REASONABLE AND NECESSARY COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT RESULT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEEOF THE FOREGOING. If any claim is asserted against any Indemnitee, BY ACCEPTING THE BENEFITS HEREOFthe Indemnitee shall promptly notify the Borrowers, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)but the failure to so promptly notify the Borrowers shall not affect the Loan Parties' obligations under this Section unless such failure materially prejudices the Loan Parties' right to participate in the contest of the Claim. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMThe obligations and liabilities of the Loan Parties to any Indemnitee under this Section shall survive the expiration or termination of this Second Restated Agreement and the repayment of the Obligations.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS (EACH, AN “INDEMNITEE”), ASSIGNS FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY LOAN PARTY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICEROF THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INTEREST APPLICABLE TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT PRINCIPAL BALANCE OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO)THE NOTE. TO THE EXTENT THAT THE UNDERTAKINGS BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION DEED OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEMTRUST.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.028.1 SUPERIOR HEREBY INDEMNIFIES, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY DEFENDS AND AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYHOLD BXXXX HXXXXX, AND HOLD HARMLESS EACH AGENT BXXXX HUGHES’S PARENT, SUBSIDIARY AND LENDER, THEIR AFFILIATESAFFILIATED COMPANIES, AND EACH ANY OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS AGENTS, REPRESENTATIVES OR INVITEES (EACHCOLLECTIVELY, AN “INDEMNITEEBXXXX HXXXXX GROUP”), FROM AND ) HARMLESS AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY FEES AND COURT COSTS), COSTS AND LIABILITIES AS A RESULT OF OR RELATING TO PERSONAL INJURY, BODILY INJURY, ILLNESS, DEATH OR DESTRUCTION OR LOSS OF PROPERTY OR ANY OTHER THEORY OF LOSS OR LIABILITY (COLLECTIVELY, “CLAIMS”) ARISING FROM OR RELATING TO THE NEGLIGENCE, ACTIONS, OMISSIONS, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SUPERIOR, OR ARISING FROM OR RELATING TO, DIRECTLY OR INDIRECTLY FROM, SUPERIOR’S PERFORMANCE, THE SUBJECT MATTER OR BREACH OF THIS AGREEMENT, OR FROM ANY CLAIMS RELATING TO INFRINGEMENT, THEFT OR UNAUTHORIZED USE OF ANY PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS OR INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON. IN ALL CASESADDITION, WHETHER OR NOT CAUSED BY OR ARISINGSUPERIOR SHALL INDEMNIFY, IN WHOLE OR IN PARTRELEASE, OUT DEFEND AND HOLD BXXXX HXXXXX AND THE OTHER MEMBERS OF THE COMPARATIVEBXXXX HXXXXX GROUP HARMLESS FROM ANY CLAIMS (AS DEFINED ABOVE) ASSERTED BY (ON BEHALF OF), CONTRIBUTORY, ARISING IN FAVOR OF OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION RELATING TO ANY INDEMNITEE HEREUNDER EMPLOYEES, AGENTS, REPRESENTATIVES OR INVITEES OF SUPERIOR, (AND RELATING TO BXXXX HXXXXX, WITH RESPECT REGARD TO SUPERIOR’S OWN PROPERTY OR LOSSES), REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, PREMISES LIABILITY, PRODUCTS LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SUPERIOR, BXXXX HXXXXX, ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OTHER MEMBER OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE BXXXX HXXXXX GROUP OR ANY OTHER PERSON OR PARTY. THIS INDEMNITY SHALL BE BINDING UPON THE SUCCESSORS, ASSIGNS AND HEIRS OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMSUPERIOR.

Indemnity. (a) IN ADDITION BORROWER HEREBY AGREES, JOINTLY AND SEVERALLY, TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02DEFEND, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND LENDERADMINISTRATIVE AGENT, THEIR AFFILIATESLENDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS Loan No. 1013507 ASSIGNS (EACH, EACH AN “INDEMNITEE” AND, COLLECTIVELY “INDEMNITEES”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH ANY SUCH INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH EITHER BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY OR ARISINGTHE FRANCHISE AGREEMENT, IN WHOLE OR IN PARTTHE MANAGEMENT AGREEMENT, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR AGENTS WARRANTIES TO BE TRUE AND CORRECT; OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY LOAN PARTY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OFFICEROF THE PROPERTY; PROVIDED, PARTNERHOWEVER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT ANY LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES INCURRED BY SUCH INDEMNITEE (1) ARISE FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (2) ARISE FROM ACTS OR EVENTS THAT OCCUR AT THE UNDERTAKINGS PROPERTY AFTER FORECLOSURE OR OTHER TAKING OF TITLE TO SUCH PROPERTY BY AN INDEMNITEE. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE INDEMNITEES SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMEACH SECURITY DOCUMENT.

Indemnity. TENANT HEREBY INDEMNIFIES DEFENDS AND HOLDS HARMLESS LANDLORD AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND LANDLORD'S SUCCESSORS AND ASSIGNS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (aINDIVIDUALLY, A "LANDLORD INDEMNIFIED PARTY" AND COLLECTIVELY, THE "LANDLORD INDEMNIFIED PARTIES") IN ADDITION TO AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AT TRIAL AND ON ANY APPEAL OR PETITION FOR REVIEW) INCURRED BY A LANDLORD INDEMNIFIED PARTY ARISING FROM TENANT'S USE OR OCCUPANCY OF THE PAYMENT PREMISES FOR THE CONDUCT OF EXPENSES PURSUANT TO SECTION 10.02ITS BUSINESS OR FROM ANY ACTIVITY, WHETHER WORK OR NOT OTHER THING DONE, PERMITTED OR SUFFERED BY TENANT ON OR ABOUT THE TRANSACTIONS CONTEMPLATED HEREBY BUILDING OR THE PROJECT, AND SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO FURTHER INDEMNIFY DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), THE LANDLORD INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESCLAIMS ARISING FROM ANY BREACH OR DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION ON TENANT'S PART TO BE PERFORMED UNDER THE TERMS OF THIS LEASE, OR ARISING FROM ANY ACT OR OMISSION OF, OR DUE TO THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF TENANT, OR ANY OFFICER, AGENT, EMPLOYEE, GUEST OR INVITEE OF TENANT, AND FROM AND AGAINST ALL COSTS, ATTORNEYS' FEES, EXPENSES AND LIABILITIES INCURRED IN ALL CASESOR RELATED TO ANY SUCH CLAIM OR ANY ACTION OR PROCEEDING BROUGHT THEREON. TENANT, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT AS A MATERIAL PART OF THE COMPARATIVECONSIDERATION TO LANDLORD, CONTRIBUTORYHEREBY ASSUMES ALL RISK OF DAMAGE TO PROPERTY OR INJURY TO PERSONS INCLUDING DEATH, IN, UPON OR SOLE NEGLIGENCE OF ABOUT THE PREMISES, FROM ANY CAUSE, INCLUDING WITHOUT LIMITATION, LANDLORD'S NEGLIGENCE, BUT EXCEPT FOR SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) DAMAGE OR INJURY TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, CAUSED BY LANDLORD'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION AND TENANT HEREBY WAIVES ALL CLAIMS IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF RESPECT THEREOF AGAINST LANDLORD. LANDLORD HEREBY INDEMNIFIES AND DEFENDS AND HOLDS HARMLESS TENANT AND ITS RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESEMPLOYEES AND AGENTS, EMPLOYEESAND TENANT'S SUCCESSORS AND ASSIGNS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (INDIVIDUALLY, A "TENANT INDEMNIFIED PARTY" AND COLLECTIVELY, THE "TENANT'S INDEMNIFIED PARTIES") AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AT TRIAL AND ON ANY APPEAL OR PETITION FOR REVIEW) INCURRED BY A TENANT INDEMNIFIED PARTY ARISING FROM ANY INJURY OR DAMAGES WHATSOEVER CAUSED TO ANY PERSON OR THE PROPERTY OF ANY PERSON IN OR ABOUT THE COMMON AREAS OR PUBLIC AREAS OF THE BUILDING OR PROJECT, AND SHALL FURTHER INDEMNIFY, DEFEND AND HOLD HARMLESS THE TENANT INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM ANY BREACH OR DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION ON LANDLORD'S PART TO BE PERFORMED UNDER THE TERMS OF THIS LEASE, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE ARISING FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OF, OR DUE TO THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD, OR ANY OFFICER, PARTNERAGENT, DIRECTOREMPLOYEE, TRUSTEEGUEST OR INVITEE OF LANDLORD, EMPLOYEE AND FROM AND AGAINST ALL COSTS, ATTORNEYS' FEES, EXPENSES AND LIABILITIES INCURRED IN OR AGENT OF RELATED TO ANY LOAN PARTY AND THAT IS SUCH CLAIM OR ANY ACTION OR PROCEEDING BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEETHEREON, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND BUT EXCEPT FOR SUCH DAMAGE OR RETURN ANY INDEMNITY RECEIVED HEREUNDER INJURY TO THE EXTENT IT IS LATER DETERMINED CAUSED BY A FINAL, NON-APPEALABLE ORDER TENANT'S GROSS NEGLIGENCE OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYWILLFUL MISCONDUCT, AND HOLD HARMLESS SET FORTH LANDLORD HEREBY WAIVES ALL CLAIMS IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMRESPECT THEREOF AGAINST TENANT.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.0210.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN NOTE PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH HARMLESS, COLLATERAL AGENT AND LENDERTHE INVESTOR, THEIR AFFILIATES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, MEMBERS, INVESTOR, ADVISORS, REPRESENTATIVES, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN NOTE PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH, GROSS NEGLIGENCE FAITH OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENTORDER, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 10.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN NOTE PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW LAW, WITHOUT ANY FURTHER LIABILITY, TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM. THIS SECTION 10.3(A) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN TAXES THAT REPRESENT INDEMNIFIED LIABILITIES ARISING FROM ANY NON-TAX CLAIM.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SELLERS SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT BUYER, BUYER’S AFFILIATES AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR THE RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS AND AGENTS ADVISORS OF BUYER AND ITS AFFILIATES (EACH, EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”)) FOR, FROM AND AGAINST AGAINST, ANY AND ALL INDEMNIFIED LIABILITIESLOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYCONNECTION WITH, OR SOLE NEGLIGENCE AS A RESULT OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) THE EXECUTION OR DELIVERY OF ANY REPURCHASE DOCUMENT, THE PERFORMANCE BY THE PARTIES TO THE REPURCHASE DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE SALE OF PURCHASED LOANS TO BUYER OR THE APPLICABLE TAKEOUT INVESTOR OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY BREACH OF ANY OF SELLERS’ REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED IN THIS AGREEMENT, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY MORTGAGED PROPERTY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY MORTGAGED PROPERTY, (IV) ANY BREACH OF ANY REPRESENTATIONS OR WARRANTIES PROVIDED TO AN APPROVED TAKEOUT INVESTOR IN CONNECTION WITH THE SALE OF A PURCHASED LOAN UNDER A TAKEOUT COMMITMENT, AND (V) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH INDEMNIFIED LOSSES, CLAIMS, DAMAGES, LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, BY FINAL AND NON-APPEALABLE ORDER JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR JUDGMENT, WILLFUL MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.029.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY THEEACH BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION APPROVAL OF COUNSEL), INDEMNIFY, PAY, PAY AND HOLD HARMLESS HARMLESS, EACH AGENT AND EACH LENDER, AND THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, EMPLOYEES AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL OF ITS INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY THE BORROWERBORROWERS SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH, GROSS NEGLIGENCE FAITH OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, FINAL NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 9.3 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN PARTY BORROWERBORROWERS SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL OF ITS INDEMNIFIED LIABILITIES INCURRED BY ALL INDEMNITEES OR ANY INDEMNITEE. THEE ACH BORROWER FURTHER AGREES THAT NO INDEMNITEE SHALL HAVE ANY LIABILITY BASED ON ITS COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OR OTHERWISE TO THESUCH BORROWER EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THEMSUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH INDEMNITEE HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT SUBJECT TO SECTION 10.0221(B) BELOW, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY PARTIES SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS AND DEFEND EACH AGENT PARTY INDIVIDUALLY AND LENDER, THEIR EACH PARTY'S AFFILIATES, AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, MEMBERS, PARTNERS, DIRECTORS, TRUSTEESINVESTORS, EMPLOYEES, AND AGENTS AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (EACHCOLLECTIVELY, AN “INDEMNITEE”), THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, DEMANDS, LAWSUITS, DAMAGES, AWARDS, PENALTIES, SETTLEMENTS, LOSSES, LIABILITIES, IN ALL CASESCOSTS AND EXPENSES (INCLUDING, WHETHER WITHOUT LIMITATION, COURT COSTS, EXPERT WITNESS EXPENSES AND REASONABLE ATTORNEYS' FEES) (COLLECTIVELY, "CLAIMS") ARISING FROM AN INDIVIDUAL PARTY'S PERFORMANCE UNDER THIS AGREEMENT OR NOT CAUSED BY AN INDIVIDUAL PARTY'S ACTS OR ARISING, IN WHOLE OMISSIONS (OR IN PART, OUT THE ACTS OR OMISSIONS OF AN INDIVIDUAL PARTY'S CONTRACTORS OR THEIR SUBCONTRACTORS OF ANY TIER) ON THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEELANDS SUBJECT TO THIS AGREEMENT FROM AND AFTER THE EFFECTIVE DATE; PROVIDED, THAT NO LOAN HOWEVER, A PARTY SHALL HAVE ANY NO OBLIGATION TO INDEMNIFY A SPECIFIC INDIVIDUAL PARTY FROM ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE CLAIM ARISING FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM SPECIFIC INDIVIDUAL PARTY. A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES PARTY SHALL NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYBE LIABLE FOR, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE SHALL HAVE NO OBLIGATION TO INDEMNIFY ANOTHER PARTY FOR, ANY CLAIMS FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR IN PART BECAUSE THEY ARE VIOLATIVE EXEMPLARY DAMAGES (INCLUDING COMPENSATION FOR BUSINESS INTERRUPTION, LOSS OF ANY LAW PROFITS, LOSS OF OPPORTUNITY, OPPORTUNITY COSTS, RESERVOIR OR PUBLIC POLICYFORMATION DAMAGE, THE APPLICABLE LOAN PARTY SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED INABILITY TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES PRODUCE PETROLEUM SUBSTANCES OR ANY OF THEMA DELAY IN THEIR PRODUCTION).

Indemnity. (a) IN ADDITION THE BORROWERS AGREE TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02DEFEND, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDPROTECT, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, EACH AGENT AND LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, REASONABLE COSTS, REASONABLE EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED BY SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IMPOSED ON, INCURRED BY, OR ARISINGASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE, ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF THE BORROWERS OR THEIR RESPECTIVE PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF THE BORROWERS), IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR ATTENDANT THERETO, THE MANAGEMENT OF THE ADVANCES, INCLUDING IN CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN PART, OUT OF ANY ORDINARY OR MERE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER AND NOT THE BORROWERS), OR THE USE OR INTENDED USE OF THE COMPARATIVE, CONTRIBUTORYPROCEEDS OF THE ADVANCES OR LETTERS OF CREDIT HEREUNDER, OR SOLE NEGLIGENCE IN CONNECTION WITH ANY INVESTIGATION OF SUCH INDEMNITEE; PROVIDEDANY POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO ARISES AS THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM RESULT OF THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWILFUL MISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALJURISDICTION, NON-APPEALABLE ORDER AND (ii) MATTERS RAISED BY ONE LENDER AGAINST ANOTHER LENDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT SHAREHOLDERS OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETOLENDER AGAINST A LENDER OR ITS MANAGEMENT (COLLECTIVELY, "INDEMNIFIED MATTERS"). TO THE EXTENT THAT ANY INDEMNIFIED MATTER INVOLVES ONE OR MORE INDEMNITEES, SUCH INDEMNITEES SHALL USE THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH SAME LEGAL COUNSEL UNLESS ANY INDEMNITEE IN THIS SECTION 10.03 ITS REASONABLE DISCRETION DETERMINES THAT CONFLICTS EXIST OR MAY BE UNENFORCEABLE ARISE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMCONNECTION WITH SUCH REPRESENTATION.

Indemnity. (aA) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, EACH AGENT AND LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, REASONABLE COSTS, REASONABLE OUT-OF-POCKET EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED BY SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IMPOSED ON, INCURRED BY, OR ARISINGASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE, ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER OR THEIR RESPECTIVE PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER), RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING THERETO, INCLUDING IN CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN PART, OUT OF ANY ORDINARY OR MERE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS RAISED EXCLUSIVELY BY A PARTICIPANT AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER AND NOT THE BORROWER), OR THE USE OR INTENDED USE OF THE COMPARATIVE, CONTRIBUTORYPROCEEDS OF THE ADVANCES OR LETTERS OF CREDIT HEREUNDER, OR SOLE NEGLIGENCE IN CONNECTION WITH ANY INVESTIGATION OF SUCH INDEMNITEE; PROVIDEDANY POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING (i) ANY CLAIM OR LIABILITY THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO ARISES AS THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM RESULT OF THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWILFUL MISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALJURISDICTION, NON-APPEALABLE ORDER (ii) ANY CLAIM OR JUDGMENT, LIABILITY THAT ARISES AS THE DIRECT RESULT OF THAT INDEMNITEE THE OPERATION OF THE PROPERTY OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER BY ANY OF THE LENDERS AFTER TAKING POSSESSION THEREOF BY FORECLOSURE OR BY TRANSFER IN LIEU OF FORECLOSURE (PROVIDED THAT SUCH CLAIM OR LIABILITY DOES NOT RELATE TO ANY CONDITION EXISTING ON SUCH PROPERTY PRIOR TO FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE), AND (iii) MATTERS RAISED BY ONE LENDER AGAINST ANOTHER LENDER OR BY ANY SHAREHOLDERS OF A LENDER AGAINST A LENDER OR ITS OFFICERSMANAGEMENT (COLLECTIVELY, PARTNERSEXCEPT FOR THE MATTERS REFERRED TO CLAUSES (i), DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS (ii) OR (IIiii) ABOVE, "INDEMNIFIED MATTERS", AND THE MATTERS REFERRED TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMIN CLAUSES (i), ACTION(ii) OR (iii) ABOVE, LITIGATIONCOLLECTIVELY, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO"EXCLUDED MATTERS"). TO THE EXTENT THAT ANY INDEMNIFIED MATTER INVOLVES ONE OR MORE INDEMNITEES, SUCH INDEMNITEES SHALL USE THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH SAME LEGAL COUNSEL UNLESS ANY INDEMNITEE IN THIS SECTION 10.03 ITS REASONABLE DISCRETION DETERMINES THAT CONFLICTS EXIST OR MAY BE UNENFORCEABLE ARISE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMCONNECTION WITH SUCH REPRESENTATION.

Indemnity. ENERGEX OIL, INC. DBA ENERGEX, INC., DOUGLAS ROSS PEDRIE, FIRST AMERXXXX XX XXXXKXXXXXXE, INC. D/B/A FIRST AMERICAN OPERATING, DAVID A. JAKOBOT, AND RHONDA SAXXXXX XXKOBOT, JOINTLY XXX XXXXXXXXX (a) "INDEMNITORS"), DO HEREBY UNDERTAKE AND AGREE TO INDEMNIFY AND SAVE HARMLESS CELEBRITY ENTERTAINMENT, INC, ("INDEMNITEE"), ITS SUCCESSORS AND ASSIGNS AND THE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF CELEBRITY ENTERTAINMENT, INC. FROM ANY AND ALL LIABILITY, DAMAGES OR CLAIMS WHICH CELEBRITY ENTERTAINMENT, INC., OR ITS SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, MAY SUFFER AS A RESULT OF ANY CLAIMS, DEMANDS, COSTS, JUDGMENTS, ATTORNEY FEES OR OTHER LIABILITIES, WHETHER KNOWN OR UNKNOWN AT THE TIME, AS A RESULT OF OR IN ADDITION TO ANY WAY CONNECTED WITH THE GREEN LEASE, INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESBILLS, IN ALL CASESCHARGES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYINVOICES, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDOTHER DEMANDS OR CLAIMS IN ANY WAY ASSOCIATED WITH ANY WELL OR WELLS DRILLED ON SAID LEASE, THAT NO LOAN PARTY SHALL HAVE EXXXXX WELLS WHICH MAY BE IN THE FUTURX XXXLLED BY CELEBRITY OR ITS SUCCESSORS AND ASSIGNS AND THE TEXAS UNITED GEOPRODUCTION 01 GREEN WELL ABOVE REFERRED TO. ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) LIABILITY UNDER THIS INDEMNITY ARRANGEMENT MAY BE SATISFIED BY CELEBRITY FROM MONIES DUE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) INDEMNITORS ABOVE NAMED PURSUANT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS TERMS HEREOF, AGREES AND ANY SUCH SUMS SO PAID SHALL BE OFFSET AGAINST THE MONIES OWED BY CELEBRITY TO PROMPTLY REFUND OR RETURN ANY SAID PARTIES; HOWEVER, SUCH INDEMNITY RECEIVED HEREUNDER SHALL NOT BE LIMITED IN AMOUNT TO THE EXTENT IT IS LATER DETERMINED SUMS OWING BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). CELEBRITY TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMINDEMNITORS.

Indemnity. XXXXXX, by accepting this lease, agrees to release XXXXXX, its members, officers, directors, representatives, employees, committee members, volunteers and managers (acollectively “Indemnified Parties”) IN ADDITION from all damages and claims of every kind, whether to person or to property, arising incidental to and during XXXXXX’s use of the LEASED PREMISES. XXXXXX AGREES TO BE SOLELY FINANCIALLY RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM, AND WILL PAY TO THE PAYMENT INDEMNIFIED PARTIES THE AMOUNT OF EXPENSES PURSUANT TO SECTION 10.02ANY LOSS, LIABILITY, COST, CLAIM, DAMAGE OF EVERY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES), EXPENSE (INCLUDING WITHOUT LIMITATION, COSTS OF INVESTIGATION, DEFENSE AND SETTLEMENT AND REASONABLE ATTORNEY’S FEES AND EXPENSES), FINE, DEBT, PENALTY, DEFICIENCY, CAUSE OF ACTION, PROCEEDING, OBLIGATION OR DIMINUTION OF VALUE, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATEDINVOLVING A THIRD-PARTY CLAIM (COLLECTIVELY “DAMAGES”) ARISING, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DIRECTLY OR INDIRECTLY, INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”)OUT OF, FROM OR IN CONNECTION WITH LESSEES’ OR LESSEE’S INVITEES, GUESTS, CONTRACTORS, CONCESSIONAIRES OR LICENSEES’ USE AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIESOCCUPANCY OF THE LEASED PREMISES REGARDLESS IF SUCH DAMAGES ARE CAUSED BY THE LEASED PREMISES BEING IN DISREPAIR, IN ALL CASES, WHETHER DEFECTIVE OR NOT CAUSED BY SUITABLE FOR LEESSE’ INTENDED USE OR ARISING, IN WHOLE OR IN PART, OUT FOR THE NEGLIGENCE OF ANY OF THE COMPARATIVEINDEMNITEES. LESSEE Initials INSPECTION AND TERMINATION A member of the Board of Directors or other agent of LESSOR, CONTRIBUTORYshall have the right to inspect the LEASED PREMISES during the term of LESSEE’s rental of same and may demand cessation of any function and request guests to leave the LEASED PREMISES if the rules and regulations are not observed. The Board of Directors or any agent so empowered by them shall also have the right to terminate this agreement for any reason, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDincluding but not limited to non-payment of fees. In the event of termination the above Security Deposit shall be forfeited by XXXXXX. CLEAN-UP Clean-up is the responsibility of LESSEE. All event trash must be removed from the site after the event. By signature below, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHXXXXXX acknowledges receipt of and agrees to abide by all rules in the Mountain Springs Ranch Property Owners Association Recreational Facilities Handbook. Executed this day of , GROSS NEGLIGENCE OR WILLFUL MISCONDUCT20 . By: LESSEE LESSOR Association Member Mountain Springs Ranch Property Owners Association 0000 Xxxxx Xxxxxxx Canyon Lake, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINALTX 78133 ASSOCIATION USE ONLY LESSEE Security Deposit paid on After Inspection, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.Security Deposit Check to be  Returned or  Destroyed September 2013

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)INDEMNIFY EACH LENDER PARTY , INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS (EACH, AN “INDEMNITEE”)UPON DEMAND, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS, SETTLEMENTS, REASONABLE COSTS AND EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS, EXPERTS AND ADVISORS) OF ANY KIND OR NATURE WHATSOEVER (IN ALL CASESTHIS SECTION COLLECTIVELY CALLED "LIABILITIES AND COSTS") WHICH TO ANY EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH LENDER PARTY GROWING OUT OF, RESULTING FROM OR IN ANY OTHER WAY ASSOCIATED WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS AND EVENTS (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF) AT ANY TIME ASSOCIATED THEREWITH OR CONTEMPLATED THEREIN (WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE AND INCLUDING ANY VIOLATION OR NONCOMPLIANCE WITH ANY ENVIRONMENTAL LAWS BY ANY LENDER PARTY OR ANY OTHER PERSON OR ANY LIABILITIES OR DUTIES OF ANY LENDER PARTY OR ANY OTHER PERSON WITH RESPECT TO HAZARDOUS MATERIALS FOUND IN OR RELEASED INTO THE ENVIRONMENT). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVESTRICT LIABILITY OR CAUSED, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY ANY NEGLIGENT ACT OR OMISSION OF ANY LAW OR PUBLIC POLICYKIND BY ANY LENDER PARTY, THE APPLICABLE LOAN 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 THEMprovided only that no Lender Party shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower or any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Lender Party, the indemnification provided for in this section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section the term "Lender Party" shall refer not only to each Person designated as such in Section 1.1 but also to each director, officer, agent, attorney, employee, representative and Affiliate of such Person.

Indemnity. (aA) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, EACH AGENT AND LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, REASONABLE COSTS, REASONABLE EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED BY OR ARISINGSUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IN WHOLE OR IN PARTIMPOSED ON, OUT OF THE COMPARATIVE, CONTRIBUTORYINCURRED BY, OR SOLE NEGLIGENCE OF ASSERTED AGAINST SUCH INDEMNITEE; PROVIDEDINDEMNITEES (WHETHER DIRECT, THAT NO LOAN PARTY SHALL HAVE INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHFEDERAL, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESSTATE, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMLOCAL LAWS AND REGULATIONS, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY UNDER COMMON LAW OR PUBLIC POLICYAT EQUITABLE CAUSE, THE APPLICABLE LOAN 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.ON

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BORROWER HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND THE LENDER, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, ITS DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND AGENTS ASSIGNS (EACH, AN “INDEMNITEE”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED LOSSES, DAMAGES, LIABILITIES, IN ALL CASESCLAIMS, WHETHER ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR NOT CAUSED BY OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH SUCH INDEMNITEE MAY INCUR AS A DIRECT OR ARISINGINDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH THE BORROWER APPLIES THE LOAN PROCEEDS, IN WHOLE OR IN PART, OUT (B) THE FAILURE OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THAT NO ANY LOAN PARTY SHALL HAVE TO PERFORM ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OBLIGATIONS AS DETERMINED AND WHEN REQUIRED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE THIS AGREEMENT OR ANY OF ITS OFFICERSTHE OTHER LOAN DOCUMENTS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES(C) ANY FAILURE AT ANY TIME OF ANY OF ANY LOAN PARTY’S REPRESENTATIONS OR WARRANTIES IN ANY OF THE LOAN DOCUMENTS TO BE TRUE AND CORRECT, OR AGENTS OR (IID) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY PARTY, ANY INDEMNITOR, ANY CONSTITUENT PARTNER OR MEMBER OF THE BORROWER, ANY OFFICERCONTRACTOR, PARTNERSUBCONTRACTOR OR MATERIAL SUPPLIER, DIRECTORENGINEER, TRUSTEEARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OF THE LAND OR IMPROVEMENTS. THE LENDER SHALL BE ENTITLED TO APPEAR IN ANY ACTION OR PROCEEDING WITH COUNSEL OF ITS OWN CHOICE, EMPLOYEE AND/OR AGENT OF TO SETTLE OR COMPROMISE ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE CLAIM ASSERTED AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING IT. THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER BORROWER SHALL IMMEDIATELY PAY TO THE EXTENT IT IS LATER DETERMINED BY A FINALLENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, NON-APPEALABLE ORDER OR JUDGMENT TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). INTEREST APPLICABLE TO THE EXTENT THAT PRINCIPAL BALANCE OF THE UNDERTAKINGS NOTE. THE BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY, PAY, INDEMNIFY AND HOLD HARMLESS SET FORTH IN EACH INDEMNITEE SHALL SURVIVE TERMINATION OF THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE AGREEMENT, CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR IN PART BECAUSE THEY ARE VIOLATIVE PARTIAL RECONVEYANCE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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 THEMSECURITY DOCUMENTS.

Indemnity. (a) IN ADDITION TO EACH GRANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02ADMINISTRATIVE AGENT, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, ISSUING LENDERS AND EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAY, AND HOLD HARMLESS EACH AGENT AND LENDER, THEIR AFFILIATES, LENDER AND EACH OF THEIR AFFILIATES AND EACH THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, AND AGENTS ADVISORS (EACH, AN “INDEMNITEE”), ) FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) 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 (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH THE APPLICABLE INDEMNITEE; PROVIDED, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHCLAIM, GROSS NEGLIGENCE DAMAGE, LOSS, LIABILITY, COST, OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION JUDGMENT BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT TO HAVE RESULTED FROM SUCH INDEMNITEE IS NOT ENTITLED THERETO)INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE APPLICABLE LOAN 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.Pledge and Security Agreement

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, EACH LOAN PARTY BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL)DEFEND, INDEMNIFYPROTECT, PAY, INDEMNIFY AND HOLD HARMLESS EACH AGENT AND THE ADMINISTRATIVE LENDER, EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND AGENTS CONSULTANTS (EACHINCLUDING, AN “INDEMNITEE”)WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN ALL CASESCONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT CAUSED BY OR ARISINGSUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IN WHOLE OR IN PARTIMPOSED ON, OUT OF THE COMPARATIVE, CONTRIBUTORYINCURRED BY, OR SOLE NEGLIGENCE OF ASSERTED AGAINST SUCH INDEMNITEE; PROVIDEDINDEMNITEES (WHETHER DIRECT, THAT NO LOAN PARTY SHALL HAVE INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHFEDERAL, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEESSTATE, OR AGENTS OR (II) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIMLOCAL LAWS AND REGULATIONS, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY OR ANY OFFICER, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY UNDER COMMON LAW OR PUBLIC POLICYAT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE, ARISING FROM OR CONNECTED WITH THE APPLICABLE LOAN 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.PAST, PRESENT OR

Indemnity. (a) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 10.02, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY BUYER SHALL BE CONSUMMATED, EACH LOAN PARTY AGREES TO DEFEND (SUBJECT TO INDEMNITEES’ SELECTION OF COUNSEL), INDEMNIFY, PAYDEFEND, AND HOLD HARMLESS EACH AGENT SELLER, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES AND LENDER, THEIR AFFILIATESCO-VENTURERS, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEESOFFICERS, EMPLOYEES, AGENTS AND AGENTS (EACH, AN “INDEMNITEE”)REPRESENTATIVES, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIENS, ENCUMBRANCES, FINES, PENALTIES, CLAIMS, DAMAGES, LOSSES, OBLIGATIONS, LIABILITIES, IN ALL CASESCOSTS (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) AND CAUSES OF ACTION OF, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORYTO, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDEDBY ANY PERSON, THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES (I) TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE BAD FAITHINCLUDING BUYER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTBUYER'S CONTRACTORS AND SUBCONTRACTORS, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER OR JUDGMENT, OF THAT INDEMNITEE OR ANY OF ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, THEIR RESPECTIVE EMPLOYEES, OR AGENTS OR (II) ANY GOVERNMENT ENTITY, IN RELATION TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM A CLAIM, ACTION, LITIGATION, INVESTIGATION OR OTHER PROCEEDING THAT DOES NOT ARISE FROM ANY ACT OR OMISSION BY ANY LOAN PARTY THIS AGREEMENT OR ANY OFFICERITEMS. THE ABOVE INDEMNIFICATION, PARTNER, DIRECTOR, TRUSTEE, EMPLOYEE OR AGENT OF ANY LOAN PARTY AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANOTHER INDEMNITEE (AND EACH INDEMNITEE, BY ACCEPTING THE BENEFITS HEREOF, AGREES TO PROMPTLY REFUND OR RETURN ANY INDEMNITY RECEIVED HEREUNDER TO THE EXTENT IT IS LATER DETERMINED BY A FINAL, NON-APPEALABLE ORDER OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION THAT SUCH INDEMNITEE IS NOT ENTITLED THERETO). TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAYDEFENSE, AND HOLD HARMLESS SET FORTH IN THIS SECTION 10.03 MAY BE UNENFORCEABLE PROVISIONS SHALL APPLY TO INJURY TO, DISEASE SUFFERED BY, OR DEATH OF ANY PERSON AND TO LOSS OF OR DAMAGE TO ANY PROPERTY, RESULTING DIRECTLY OR INDIRECTLY FROM ANY AND ALL ACTS OR OMISSIONS OF THE INDEMNIFIED PARTIES (INCLUDING ANY FAILURE BY SELLER TO WARN OR TAKE SAFETY PRECAUTIONS), BUYER, OR OF ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY OR ASSOCIATED WITH BUYER, AND REGARDLESS OF WHETHER ANY SUCH INJURY, DISEASE, DEATH, LOSS, OR DAMAGE IS CONTRIBUTED TO IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE BY THE NEGLIGENCE, STRICT LIABILITY, OR ALLEGED BREACH OF ANY LAW WARRANTY OR PUBLIC POLICYBREACH OF CONTRACT BY THE INDEMNIFIED PARTIES. If Buyer sells any Items, THE APPLICABLE LOAN 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 THEMit shall sell them subject to a written agreement containing the foregoing paragraph, with ConocoPhillips Australia Barossa Pty Ltd named in lieu of “Seller” where this term appears. Buyer acknowledges that the prices for the Items would have been higher had Buyer not agreed (i) to limit Seller's liability; (ii) to assume various liabilities; and (iii) to assume certain indemnity obligations under this Agreement.