Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company Lessee agrees to use and occupy the Property at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss of or damage to the Property or any part thereof (unless caused by Lessor or Lessor’s agent). Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations at the Property or by Lessee’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessor's part to be performed under this Lease and if as a consequence of such default Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Lessor in connection with the investment Property and out of funds made in accordance with rents or other income from such Property receivable by Lessor, or out of the Indenture, or, absent failure on consideration received by Lessor from the sale or other disposition of all or any part of Lessor's right, title and interest in the Trustee to follow clear Property, and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under neither Lessor nor any of the provisions of this Agreement or the Indenture, except as otherwise specifically its Indemnified Parties shall be liable for any deficiency. It is expressly understood and agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, andthat, subject to the provisions hereinafter stated, limitation set forth in Section 8.05 Lessee’s obligations under this Section shall survive the Company shall assume the defense expiration or earlier termination of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company Seller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an "Escrow Agent Party"), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent's counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent's obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company In consideration for Lessor's agreement to consent to the modifications set forth herein, Lessee and Guarantor hereby (i) releases the Issuerwaive and release and forever discharge Lessor and its past, its governing body memberspresent or future officers, officersdirectors, attorneys, agents, including independent contractorsemployees, consultants parent company, affiliates, subsidiaries and legal counselsuccessors and assigns from any liability, servants damage, claim, loss or expense of any kind that they may have now or hereafter against Lessor or any of them arising out of or, in any way, relating to the Lease Agreement and employees all other Obligations, including, but not limited to, those arising from the negotiation, administration or enforcement thereof (hereinafter, for purposes of this Section, the “indemnified partiesReleased Claims”) from, (ii) agrees that the indemnified parties shall not be liable for, ). Lessee and (iii) agrees Guarantor hereby further agree to indemnify and hold Lessor and its past, present or future officers, directors, attorneys, agents, employees, parent company, affiliates, subsidiaries and successors and assigns harmless from any loss, damage, judgment, liability or expense (including counsel fees) suffered by or rendered against Lessor or any of them on account of any claims arising out of or, in any way, relating to the indemnified parties from and against (except for matters directly resulting Lease Agreement including, but not limited to, those arising from the negligencenegotiation, breach administration or enforcement thereof. If, and to the extent that, any Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms above, Lessee and Guarantor hereby absolutely and unconditionally grant sell, bargain, transfer, assign and convey to Lessor all of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claimsthe Released Claims and any proceeds, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to distributions relating thereto. Lessee and Guarantor further state that they have carefully read the foregoing or to release, know the failure of contents thereof and grant the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements same as their own free act and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentdeed.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafterfrom all claims for any damage or injury to the full extent permitted by law, for purposes except to the extent such damage or injury is the result of this Section, the “indemnified parties”) from, (ii) gross negligence or willful misconduct of Lessor. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period equal to the provisions hereinafter statedgreater of three (3) years or the statute of limitations applicable to any claim arising hereunder. Lessor shall indemnify, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory protect, defend and hold Lessee harmless from and against all Losses to the Issuer, Trustee or extent such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense Losses arise out of the Company unless gross negligence or willful misconduct of Lessor or the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentIndemnified Parties.

Release and Indemnification. The Company Participant hereby (i) releases the Issuerfully and forever releases, its governing body membersdischarges, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forholds harmless, and (iii) agrees to indemnify and hold harmless the indemnified parties U.S. Figure Skating from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, lossesclaims, demands, lawsuits, damages, costs, expenses, suits, claims, settlements and judgments, of present or future, known or unknown, valid or invalid, direct or consequential, together with reasonable costs and attorneys’ fees, which result directly or indirectly from damages, losses, injuries or death to Participant, Participant’s property, other persons or property incurred during or in connection with any nature whatsoever arising from activities associated with or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation being a part of the Facilities Events and Activities and the conduct and management thereof, including any participation, travel or any activities related to the foregoing medical treatment, hospitalization or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered other care rendered in connection with the investment Events and Activities, whether such loss, damage, injury or death results from the negligence of funds made in accordance with the IndentureU.S. Figure Skating or from some other cause. I HAVE READ THIS ASSUMPTION OF RISK, orWAIVER AND RELEASE, absent failure on the part AND INDEMNIFICATION AGREEMENT, FULLY UNDERSTAND ITS TERMS, UNDERSTAND THAT I AND THE MINOR HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT AND HAVE SIGNED IT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE. I INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW AND AGREE THAT IF ANY PORTION OF THIS AGREEMENT IS HELD TO BE INVALID THAT THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. Signature of the Trustee to follow clear and reasonable instructions Parent/Guardian (if Participant is under 18) Date Printed Name of the Company for investing moneys, shall have any liability for nonpayment Parent/Guardian Signature of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any Participant/Skater Date Printed Name of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Participant/Skater

Release and Indemnification. The Company Seller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consent.reason whatsoever. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 17 ARTICLE XI

Release and Indemnification. The Company Tenant agrees to use and occupy the Properties at its own risk and hereby releases Landlord and the other Indemnified Parties from all Losses relating to the Properties and the operation thereof, including without limitation claims for any damage or injury, to the full extent permitted by law, except to the extent such damage or injury is the result of the gross negligence or willful misconduct of Landlord. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other Person. Tenant agrees that any agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Tenant or employee of Tenant or its Affiliates shall be acting as Tenant’s agent with respect to the Properties or any part thereof. Neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Tenant shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) arising out of (i) releases any act or occurrence or failure to act alleged to have occurred in, on, around or about the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) fromProperties, (ii) agrees that any failure to maintain, keep or repair the indemnified parties shall not be liable forProperties, and (iii) agrees any condition alleged to indemnify and hold harmless have existed on or have occurred on the indemnified parties from and against Properties or (except for matters directly resulting from iv) any default by Tenant in the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any performance of its obligations under this AgreementLease or any default by Lease Guarantor in the performance of its obligations under the Lease Guaranty. All covenantsIt is expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period of two (2) years; provided, stipulationsthat the foregoing two-year limitation of survival shall not apply to Tenant’s obligation to indemnify the Indemnified Parties for Losses arising from claims by third parties, promisesincluding Governmental Authorities. Landlord shall indemnify, agreements protect, defend and obligations hold Tenant harmless from and against all Losses to the extent such Losses arise out of the Issuer contained herein gross negligence or willful misconduct of Landlord or other Indemnified Party. The term “gross negligence” or “willful misconduct” as used in this Section 10.01 shall not be deemed include negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations Landlord or other Indemnified Party solely by reason of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer Landlord’s interest in the individual capacity thereof. No recourse shall be had for the payment of the principal Properties or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Landlord’s failure to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action act in respect of matters which indemnity may be sought against are or were the Company obligation of Tenant under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentLease.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Adaptive Adventures events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. (a) The Company shall and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold save the Issuer harmless the indemnified parties against and from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith all claims by or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, on behalf of any nature whatsoever Person arising from any breach or related in any manner whatsoever to default on the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure part of the Company to perform in the performance of any of its obligations under this Agreement. All covenantsIn connection with any action or proceeding arising out of any such claim, stipulationsupon notice from the Issuer, promisesthe Company shall pay their defense costs or the defense cost of either of them. The Company shall indemnify, agreements defend and obligations hold the Trustee and its directors, officers, employees and agents (collectively with the Trustee, the "Indemnitees") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnitee for or in respect of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements Trustee's (1) execution and obligations delivery of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the part Trustee is authorized to rely pursuant to the terms of the Trustee to follow clear Indenture and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive (3) performance under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, of such performance only and with respect to any Indemnitee to the extent that the Loss resulted from such Indemnitee's negligence or any such other indemnified person willful misconduct. The provisions of notice this Section 6.2(a) shall survive the termination of the commencement Indenture and the resignation or removal of the Trustee for any action in respect of which indemnity may be sought against the Company reason. The Trustee's claims under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person section shall have priority over all other claims under the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentIndenture.

Release and Indemnification. The Company Tenant agrees to use and occupy the Leased Premises at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Landlord and legal counsel, servants Landlord’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by Law. Tenant agrees that the indemnified parties Landlord shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other tenant or any other Person. Tenant agrees that any employee or agent to whom the Leased Premises or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Leased Premises or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureLeased Premises or any part thereof. Tenant shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Landlord’s interest in the Leased Premises or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Landlord’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Tenant under this SectionLease) relating in any way to the Leased Premises or caused by, such person will notify the Company in writing incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the commencement thereofLeased Premises, andwhether relating to its original design or construction, subject latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other Persons. It is expressly understood and agreed that Tenant’s obligations under this Section shall survive the provisions hereinafter stated, the Company expiration or earlier termination of this Lease for any reason whatsoever. The foregoing indemnity shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as not apply in the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer acts or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized omissions governed by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentindemnity provisions set forth in Article 16.

Release and Indemnification. The As further consideration for the rights and privileges granted herein, Licensee agrees to the following: It is understood that the Licensed Area consists of mostly undeveloped and untamed land, and the Licensee has had an opportunity to inspect the Licensed Area and accepts the Licensed Area in an “as is” condition and further, the Licensee understands that hunting is a dangerous activity and that there may be hazards (known and unknown, hidden and observable), including but not limited to, those set forth above under Section I, part 4, and other dangers such as holes, cracks or openings in the earth, fence wire, snakes, xxxxx, swamps, brush and other growth, ponds, harmful plants, wild or poisonous animals, insects, bats, unauthorized or careless persons on the land, other hunters, or other risks that may be dangerous and cause injury and/or death and that Licensee assumes all such risks as his/her own responsibility, without liability to or recourse against the Licensor, Company hereby (i) releases the Issuer, its governing body membersor their agents, officers, directors, employees, assignees and heirs. That although Licensor may have a greater knowledge of land or the Licensed Area than Licensee, that is impracticable and virtually impossible for Licensor to list and/or to physically show Licensee each and every potential hazard on the Licensed Area and Licensee enters onto the Licensed Area despite same and at Licensee’s own risk and without liability to Licensor or Company or their agents, officers, directors, employees, assignees and heirs. That the property is not entirely fenced and that Licensor cannot reasonably protect against or effectively stop unauthorized persons from trespassing upon the Real Estate including independent contractors, consultants but not limited to other hunters who may wrongfully enter upon the Real Estate without authorization and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable formay create additional dangers to Licensee, and (iii) Licensee has entered into this Agreement with such understanding and agrees to indemnify accept and assume the same at its own risk and without liability to Licensor or Company or their agents, officers, directors, employees, assignees and heirs. To forever release, defend, indemnify, and hold harmless the indemnified parties Licensor and Company, their agents, officers, directors, employees, assigns and heirs, from and against (except for matters directly resulting from the negligenceany and all liability, breach of contractclaims, willful misconductfines, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossessettlements, damages, demands, costs, expensessuits or causes of action of whatsoever nature, suitsincluding but not limited to reasonable attorney’s fees and costs of defense, claimsarising out of bodily injury to, settlements and judgments, illness or death of any nature whatsoever arising from person, including Licensee or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation other member of the Facilities Hunting Group, and/or damage to property of any person, legal entity, or third party, arising out of or relating to this Agreement or any activities related to occurring upon the foregoing Licensed Area. Licensee(s), at its own expense, shall maintain during the term of this License a policy or to the failure policies of the Company to perform any of its obligations under this Agreement. All covenantscomprehensive general liability insurance, stipulationsincluding personal injury and property damage, promiseswith contractual liability endorsement, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereofamount of One Hundred Thousand Dollars ($100,000) for damage to rented premises and One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate for personal injuries or deaths of persons occurring on or about the Licensed Area and property damage. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Said Policies shall

Release and Indemnification. The Company A. Except as expressly provided herein, XxXxxxxx, on his own behalf and on behalf of his heirs, spouse, executors, administrators, principals, agents, attorneys, parents and employees, as appropriate, (the “XxXxxxxx Releasing Parties”), in consideration for the transfer of the Termination Consideration, hereby (i) releases the Issuerand absolutely forever discharges DDOO, together with its governing body membersadministrators, principals, agents, attorneys, officers, agentsdirectors, including independent contractorsemployees, consultants subsidiaries, parents and legal counselaffiliates, servants and employees as appropriate (hereinafter, for purposes of this Section, the “indemnified partiesDDOO Released Parties”) from), (ii) agrees that the indemnified parties shall not be liable forindividually and collectively, of and (iii) agrees to indemnify from any and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesclaims, demands for damages, costs, expensesindemnification, suitscontribution, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing other thing for which they or to the failure of the Company to perform any of its obligations under this Agreement. All covenantsthem have or may have a known or unknown cause of action, stipulationsclaim, promisesor demand for damages, agreements and obligations of the Issuer contained herein shall not costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer brought in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered future in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall any acts or omissions which have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold arisen at any time in trust or receive under any of prior to the provisions effective date of this Agreement and relating to XxXxxxxx’x work as an executive officer of DDOO (not as a Director since XxXxxxxx remains a Director of DDOO after this Agreement), including, but not limited to, any and all claims XxXxxxxx has or may have relating to, or arising out of the IndentureI/C Agreement, except as otherwise specifically agreed including but not limited to any claim for contractual interference, tortious conduct resulting in writing. Promptly after receipt by personal injuries, any claim for harassment or discrimination on the Issuer basis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or Trusteemental disability, or other protected class, discharge in violation of public policy and/or violation of any state and federal laws, including without limitation, the Age Discrimination in Employment Act and their amendment, the Older Workers Benefit Protection Act, the Fair Employment and Housing Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as the case may beamended, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this SectionThe Fair Labor Standards Acts, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedas amended, the Company shall assume National Labor Relations Act, as amended, the defense Labor - Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of such action (including 1988, as amended, the employment Rehabilitation Act of counsel who shall be counsel reasonably satisfactory to 1973, as amended, the IssuerEqual Pay Act, Trustee or such other person the Pregnancy Discrimination Act, the Employee Retirement Income Security Act of 1974, as the case may beamended, and the payment Family Medical Leave Act of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent1993.

Release and Indemnification. The Company hereby No Member shall be liable to the Shareholder for any acts or omissions as a member of the Committee except for his or her own bad faith or willful misconduct. Except with respect to claims based upon such bad faith or willful misconduct that are successfully asserted against such Member, the Shareholder and the other Represented Shareholders shall jointly and severally indemnify and hold harmless each Member from and against any and all damages, losses, liabilities, claims, actions, costs and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with the Merger Agreement, the Escrow Agreement or this Agreement and the performance of his or her duties hereunder or thereunder. Such Member shall not be liable for any mistake of fact or of law or any error of judgment. Each Member and the Committee is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator. If a Member complies with any such law, order, judgment, decree, or regulation, such Member shall not be liable to the Shareholder or to any other person even if such law, order, judgment, decree or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation or beyond the scope of any constitution or law. If (i) releases a Member is uncertain as to the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) fromCommittee's duties or rights hereunder, (ii) agrees that the indemnified parties shall not be liable forhas received any notice, and (iii) agrees advice, direction or other document from any other party with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsthe Merger Agreement or the Escrow Agreement which, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberMember's opinion, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered is in connection conflict with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement, the Merger Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beEscrow Agreement, or any such other indemnified person of notice of (iii) is aware that a dispute has arisen with respect to this Agreement, the commencement of any action in respect of which indemnity may Merger Agreement or the Escrow Agreement, each Member and the Committee shall be sought against entitled, without liability to the Company Shareholder, to use their best efforts to perform their duties under this SectionAgreement, such person will notify the Company Merger Agreement and the Escrow Agreement until the Committee is directed otherwise in writing by an order, decree, or judgment of the commencement thereof, and, a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee appeal or such other person by an accountants' or arbitrators' determination as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate provided in the defense thereof, but Merger Agreement or the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agreement.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties Landlord shall not be liable forfor any damage occasioned by failure to keep the Leased Premises in repair, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement damage done or occasioned by or from electric current, plumbing, gas, water, steam, or sewage, or the bursting, leaking, running or failure of operation of any such radiator, tank, water closet, wash stand, waste pipe, air conditioning or any other apparatus in, above, upon or about the Building or other portions of the Leased Premises, nor for damage occasioned by water, snow, or ice being upon any sidewalk or entrance way, or being upon or coming through the roof, skylight, trap door or any other opening in the Building or other portions of the Leased Premises, unless occasioned by the willful misconduct of Landlord nor shall Landlord be liable, in any event, for any damage arising from the action effect without its consentor negligence of Tenant, co-tenants or other occupants thereof or of any owners or occupants of adjacent or contiguous property. Tenant hereby releases, discharges and agrees to indemnify, protect and save harmless Landlord of and from any and all claims, demands and liability for any loss, damage, injury or other casualty to property, whether it be that of either of the parties hereto or of third persons, whether they be third persons of Tenant or agents or employees of Tenant, caused by growing out of or happening in connection with Tenant's use or occupancy of the Leased Premises or Tenant's use of any equipment, facilities or property in, or adjacent to the Building. Landlord shall not be liable in any manner for mail deposited in the mail chute nor any damage sustained to mail so deposited. Landlord agrees that it will at all times during the term of this Lease indemnify, protect, defend and save harmless Tenant from and against any and all claims, costs, charge, liability or attorneys' fees arising from damage or injury, actual or claimed, of whatsoever kind or character resulting from Landlord's use of the Building or any part thereof, or Landlord's use of any equipment, facilities or property in, on or adjacent to the Building.

Release and Indemnification. The Company hereby (i) releases Developer and Landowner release the Issuer, its City and the governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this SectionArticle III, the “indemnified partiesIndemnified Parties”) from, (ii) agrees covenant and agree that the indemnified parties Indemnified Parties shall not be liable for, and (iii) agrees agree to indemnify indemnify, defend, and hold harmless the indemnified parties Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or Development Property. Should the City fail to perform under the State Agreement due to an Event of Default by the Developer and/or Landowner under this Agreement or another separate agreement entered into between the parties, then the Developer and against Landowner shall indemnify and hold the City harmless from any loss, including repayment of any grant monies, arising out of or related to the City’s failure to fulfill the terms of the State Agreement. Except to the extent arising from any willful misrepresentation, gross negligence, or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer and Landowner agree to protect and defend the Indemnified Parties, now or forever, and further agree to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (i) any violation of any agreement or condition of this Agreement (except for matters directly resulting from with respect to any suit, action, demand or other proceeding brought by Developer or Landowner, respectively, against the negligenceCity to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equippinginstallation, ownership, leasing or and operation of the Facilities Minimum Improvements and Development Property; or (iii) any activities related to hazardous substance or environmental contamination located in or on the foregoing or to the failure of the Company to perform any of its obligations under this AgreementDevelopment Property. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein The Indemnified Parties shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with damage or injury to the investment persons or property of funds made in accordance with Developer or Landowner or their officers, agents, servants or employees or any other person who may be about the IndentureMinimum Improvements or Development Property due to any act of negligence of any person, or, absent failure other than any act of negligence on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneysany such indemnified party or its officers, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust agents, servants or receive under any of the employees. The provisions of this Agreement or Article III shall survive the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person termination of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAgreement.

Release and Indemnification. The Company In consideration of the Vendor’s acceptance to this contract /agreement, the Vendor hereby (i) releases voluntarily assumes responsibility for, and releases, waives, acquits, and forever the IssuerChamber and Town of Ladysmith and their respective boards of directors, its governing body memberscouncil, officers, agents, including independent contractorsemployees, consultants members, sponsors, contributors, and legal counsel, servants and employees volunteers (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesReleasees”) ), of and from, (ii) and agrees that not to sue the indemnified parties shall not be liable forReleasees on account of any and all liability, demands, losses, claims, and (iii) damages of every kind whether now or hereafter existing, arising out of, or in any way connected, directly or indirectly, with this agreement. The Vendor further agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Releasees from and against (except for matters directly resulting from the negligenceany and all claims, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdemands, losses, liabilities, damages, costs, and expenses, suitsincluding but not limited to reasonable attorney fees, claimsfor injury, settlements and judgmentsdeath, loss or damage of whatever nature to any nature whatsoever person, property, or any other claim resulting from, arising from out of, or related in any manner whatsoever way related to (i) the acquisition, improving, equipping, ownership, leasing or operation Vendor’s use and occupancy of the Facilities Premises, (ii) the Vendor’s participation in the agreement or (iii) an act or omission of the Vendor, its agents, employees, or independent contractors or anyone directly or indirectly employed by any activities related to of them, or by anyone for whose acts or omissions any of them may be liable, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE), GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT OF ANY OF THE RELEASEES In executing this Contract / Agreement, the Vendor acknowledges and represents that the Vendor has read the foregoing or to Agreement including the failure foregoing Release of the Company to perform any of its obligations under Liability and Indemnity agreement and will be bound by this Agreement. All covenants, stipulations, promises, agreements and obligations The signature of the Issuer contained herein shall not be deemed to be Ladysmith Chamber of Commerce was hereto affixed on the covenantsday of , stipulations2023. Xxxxxxx Xxxxxxx, promises, agreements and obligations Interim Executive Director Ladysmith Chamber of any governing body member, officer, agent, consultant and legal counsel, servant or employee Commerce The signature of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest Vendor was hereto affixed on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberday of , officer, agent, consultants and legal counsel, servant or employee 2023. Signature of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment Vendor Print Name of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Vendor

Release and Indemnification. The Company hereby (i) releases shall at all times protect, indemnify and hold the Issuer, the members of the Governing Body, and the attorneys, agents and employees of the Issuer and the Trustee and its governing body members, officers, agentsattorneys, including independent contractors, consultants and legal counsel, servants agents and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, harmless against any and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesliability, losses, damages, costs, expenses, taxes, causes of action, suits, claims, settlements demands and judgments, judgments of any nature whatsoever arising from or related in connection with the Project or the financing of the Project, including, without limitation, all claims or liability resulting from, arising out of or in connection with the acceptance or administration of the Bond Documents or the trusts thereunder or the performance of duties under the Bond Documents or any manner loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the acquisitionProject or the use thereof, improving, equipping, ownership, leasing including without limitation any lease thereof or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any assignment of its obligations under interest in this Agreement. All covenants, stipulationssuch indemnification to include the reasonable costs and expenses of defending itself or investigating any claim of liability and other reasonable expenses and attorneys' fees incurred by the Issuer, promisesits directors, agreements members, officers, attorneys, agents and obligations employees and the Trustee and its officers, attorneys, agents and employees in connection therewith, provided that the benefits of this Section 8.7 shall not inure to any person other than the Issuer, its directors, members, officers, attorneys, agents and employees and the Trustee and its officers, attorneys, agents and employees, and provided further that such loss, damage, death, injury, claims, demands or causes shall not have resulted from the gross negligence or willful misconduct of, the Issuer contained herein shall not be deemed to be the covenantsor such directors, stipulations, promises, agreements and obligations of any governing body member, officer, agentattorneys, consultant and legal counsel, servant agent or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indentureits officers, orattorneys, absent failure on the part of the Trustee to follow clear and reasonable instructions agents or employees. The obligations of the Company for investing moneys, under this Section shall have survive the termination of this Agreement and the Indenture. Notwithstanding any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions other provision of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject Indenture to the provisions hereinafter statedcontrary, the Company shall assume agrees (i) not to assert any claim or institute any action or suit against the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person its employees arising from or in connection with any investment of funds made by the Trustee in good faith as the case may bedirected by a Company Representative, and (ii) to indemnify and hold the payment Trustee and its employees harmless against any liability, losses, damages, costs, expenses, causes of expenses). Insofar as such action shall relate to action, suits, claims, demands and judgment of any alleged liability nature arising from or in respect of which indemnity may be sought against the Company, the Issuer or connection with any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentinvestment.

Release and Indemnification. The Company hereby (ia) releases the IssuerLICENSEE, for itself, its governing body memberssuccessors and assignees, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties hereby does release DEFENSE from any and against (except all claims and liability for matters directly resulting from the negligencedamage to property, breach of contract, willful misconduct, bad faith property loss or recklessness of an indemnified party personal injury or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements death which may be sustained by LICENSEE and judgments, of which in any nature whatsoever arising way arises from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection is connected with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions performance of this Agreement or the Indenturesale of any Products. LICENSEE shall indemnify and hold DEFENSE harmless from and against any and all foreseen and unforeseen liabilities to third parties, except as otherwise specifically agreed including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), in writingany way arising out of LICENSEE’s activities hereunder, including without limitation any actual or alleged: (i) breach or violation by LICENSEE of this Agreement; (ii) other act of commission or omission outside the scope of LICENSEE’s authority; (iii) defect in the Product of other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in the production of such articles; and (v) improper reproduction or use of the DEFENSE Trademarks or of any copyright, service xxxx, patent, confidential information and privacy, publicity or other rights. Promptly after receipt by the Issuer or Trustee, as In the case may beof a legal or other proceeding by a third person against LICENSEE and DEFENSE, or any such other indemnified person of notice of notwithstanding LICENSEE’s obligation hereunder, DEFENSE shall have the commencement of any action right, in respect of which indemnity may be sought against the Company under this Sectionits discretion, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense control all aspects of such action proceeding (including the employment choice of counsel who attorney and settlement) and LICENSEE shall be counsel reasonably satisfactory to the Issuerassist and fully cooperate with DEFENSE in connection with such proceeding provided that LICENSEE, Trustee or such other person as the case may beat its own expense, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate of appearance by counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentown selection.

Release and Indemnification. The Company In consideration of the Vendor’s acceptance to this contract /agreement, the Vendor hereby (i) releases voluntarily assumes responsibility for, and releases, waives, acquits, and forever the IssuerChamber and Town of Ladysmith and their respective boards of directors, its governing body memberscouncil, officers, agents, including independent contractorsemployees, consultants members, sponsors, contributors, and legal counsel, servants and employees volunteers (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesReleasees”) ), of and from, (ii) and agrees that not to xxx the indemnified parties shall not be liable forReleasees on account of any and all liability, demands, losses, claims, and (iii) damages of every kind whether now or hereafter existing, arising out of, or in any way connected, directly or indirectly, with this agreement. The Vendor further agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Releasees from and against (except for matters directly resulting from the negligenceany and all claims, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdemands, losses, liabilities, damages, costs, and expenses, suitsincluding but not limited to reasonable attorney fees, claimsfor injury, settlements and judgmentsdeath, loss or damage of whatever nature to any nature whatsoever person, property, or any other claim resulting from, arising from out of, or related in any manner whatsoever way related to (i) the acquisition, improving, equipping, ownership, leasing or operation Vendor’s use and occupancy of the Facilities Premises, (ii) the Vendor’s participation in the agreement or (iii) an act or omission of the Vendor, its agents, employees, or independent contractors or anyone directly or indirectly employed by any activities related to of them, or by anyone for whose acts or omissions any of them may be liable, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE), GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT OF ANY OF THE RELEASEES In executing this Contract / Agreement, the Vendor acknowledges and represents that the Vendor has read the foregoing or to Agreement including the failure foregoing Release of the Company to perform any of its obligations under Liability and Indemnity agreement and will be bound by this Agreement. All covenants, stipulations, promises, agreements and obligations The signature of the Issuer contained herein shall not be deemed to be Ladysmith Chamber of Commerce was hereto affixed on the covenantsday of , stipulations2021. Xxxx Xxxxxxxx, promises, agreements and obligations Executive Director Ladysmith Chamber of any governing body member, officer, agent, consultant and legal counsel, servant or employee Commerce The signature of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest Vendor was hereto affixed on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberday of , officer, agent, consultants and legal counsel, servant or employee 2021. Signature of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment Vendor Print Name of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Vendor

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to sue the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Southeast Alaska Independent Living – Outdoor Recreation Access Program (iiiORCA) events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (b) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. A. The Company hereby (i) releases the Issuer, Issuer and members of its governing body membersGoverning Body, officers, agents, including independent contractorsemployees, consultants successors and legal counselassigns or other elected or appointed officials of the Issuer, servants and employees past, present or future (hereinaftercollectively, for purposes of this Section, hereinafter the “indemnified partiesIndemnified Persons”) from, and the Company will indemnify and hold the Indemnified Persons harmless from and against any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature (the “Losses”) asserted by or on behalf of any person against the Indemnified Persons, including litigation expenses, attorneys fees or court costs in connection with (i) the execution and delivery of this Agreement and the Amended and Restated Indenture and the obligations imposed on the Issuer under this Agreement and the Amended and Restated Indenture, any actions taken by the Issuer in connection with the performance of this Agreement and the Issuer’s ownership or leasing of the Project Property; (ii) agrees the offering, sale, delivery, or remarketing of the Original Bond and the Amended Bond, including but not limited to any liability that may arise under federal or New Mexico securities laws as a result of inaccurate information supplied by the indemnified parties shall Company in connection with the issuance of the Original Bond or the Amended Bond or any subsequent sale of the Amended Bond; (iii) the construction, equipping, operation, use, occupancy and maintenance of the Project by the Company and/or its affiliates and any written statements or representations made or given by the Company and/or an affiliate or any of their respective officers or employees to the Indemnified Persons, with respect to such construction, equipping, operation, use, occupancy or maintenance of the Project, including, but not limited to, statements or representations of facts and other information regarding the operational affairs and financial position of the Company; (iv) any loss or damage to property or any injury to or death of any natural person that may be occasioned by any cause whatsoever relating to the operation, installation, maintenance and use of the Project Property; and (v) any loss or damage incurred by the Issuer as a result of violation by the Company of the provisions of Section 3.02 hereof. The Company also covenants and agrees, at its expense, to indemnify the Indemnified Persons from and against, all costs, reasonable attorney’s fees, expenses and liabilities incurred involving any claim, action or proceeding brought by reason of any such claim. If any such suit, action or proceeding is brought against the Issuer or any Indemnified Person, that suit, action or proceeding will be defended by legal counsel to the Company, reasonably acceptable to the Issuer and the Company will immediately assume the defense at its own cost. The Company will not be liable forfor any settlement of any proceeding made without its consent (which consent will not be unreasonably withheld) but if settled with the consent of the Company or if there be a final, and (iii) agrees to unappealable judgment for the plaintiff in any such action, the Company will indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentIndemnified Persons.

Release and Indemnification. The Company hereby (i) releases Upon the IssuerEffective Date, its governing body membersPlaintiffs and every Class Member, officersincluding each and every one of their respective past, present or future employees, agents, including independent contractorsrepresentatives, consultants attorneys, heirs, successors, assigns, or any other person acting on their behalf or for their benefit, or any person claiming through them, who has not in a timely fashion excluded themselves by the means proscribed in paragraph 12 below (collectively “Releasors”), in consideration of the relief set forth in the Settlement Agreement, fully and finally release and discharge Teen Challenge, its parents, subsidiaries, and affiliates, and all of their present, former and future officers, directors, employees, members, shareholders, general partners, limited partners, beneficiaries, agents, attorneys, representatives, affiliates, predecessors, successors, assigns, insurers, reinsurers, and legal counsel, servants and employees representatives (hereinafter, for purposes of with all the foregoing released parties in this Section, paragraph being collectively referred to as the “indemnified partiesReleased Parties”) from), (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach all causes of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesaction, suits, claims, settlements and judgmentsor demands, in law or in equity, known or unknown at this time, which Releasors, or any of them, now have, did have, or may have in the future against the Released Parties, or any nature whatsoever of them, under any legal theory, whether or not alleged, related to or arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation claims articulated by Plaintiffs in their Class Action Complaint and pertaining to the Incident. The claims released in this paragraph are referred to as the “Released Claims.” Plaintiffs and Class Members waive any principles of law similar to and including Section 1542 of the Facilities California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Plaintiffs and Class Members agree that Section 1542 and all similar federal or any activities related to the foregoing state laws, rules, or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations legal principles of any governing body member, officer, agent, consultant other jurisdiction are knowingly and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered voluntarily waived in connection with the investment of funds made claims released in accordance with the Indenture, or, absent failure on the part Settlement Agreement and agree that this is an essential term of the Trustee Settlement Agreement. Plaintiffs and Class Members acknowledge that they may later discover claims presently unknown or suspected, or facts in addition to follow clear or different from those that they now believe to be true with respect to the matters released in the Settlement Agreement. Nevertheless, Plaintiffs and reasonable instructions of Class Members fully, finally, and forever settle and release the Company for investing moneysReleased Claims against the Released Parties. If Plaintiffs or any Class Member (except those who timely opt out), shall have any liability for nonpayment of interest or someone acting on any uninvested moneys their behalf, violate this Paragraph 8 and assert a Released Claim against a Released Party, he or she agrees to indemnify the Released Party against all costs and expenses, including attorneys’ fees, that the Trustee may hold at any time in trust or receive under any of the provisions Released Party incurs to seek enforcement of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParagraph 8.

Release and Indemnification. The Company I hereby (i) releases the Issueragree to release and forever discharge ACP and each of its employees, its governing body members, officers, directors, shareholders, affiliates, agents, including independent contractorsrepresentatives, consultants and legal counselsuccessors, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forheirs, and assigns (iiicollectively the "Releasees") agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceany and all responsibilities, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesclaims, demands, damages, costs, expenses, suitsactions and causes of action, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price out of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part use of the Trustee Materials(s) or my likeness, including, but not limited to, any and all Claims for invasions of privacy, defamation, or infringement of copyright, including any and all liabilities incurred by ACP for reasonable attorneys’ fees and related costs and expenses (collectively the "Claims"); and I hereby agree to follow clear indemnify, save, and reasonable instructions hold harmless the Releasees from and against any and all Claims of any kind resulting from or in any way related to the use of the Company for investing moneysMaterials(s) or my likeness, shall have including, but not limited to, any liability for nonpayment Claims related to the use of interest on my name or image. REPRESENTATION AND WARRANTIES I represent and warrant that no other party has any uninvested moneys that the Trustee may hold at any time claim, interest, or right in trust or receive under any of the provisions of this Agreement and to my likeness, or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beMaterial(s), or any of its contents. I hereby represent and warrant that I have the requisite legal authority necessary to enter into this Agreement and to grant the rights related to my name, image, recording or likeness provided related to the Materials hereunder to ACP. I hereby represent and warrant that any statement(s) made by me and displayed and/or recorded by ACP, is/are true and accurate, and that neither my statements nor my appearance violates or infringes upon any intellectual property rights, copyrights, trademarks, or any other proprietary or personal rights of any third party. Personally Identifiable information. I hereby represent and warrant that I will take any and all possible steps and measures to protect and not disclose any information, either alone or if combined with other information, that will allow third parties (i.e., viewers and/or listeners) to identify, distinguish, or trace any individual(s), when such information is provided on its own or combined with other indemnified person information. If I am unable to protect the identity any individual(s) referenced during my recorded interview and/or presentation, I will refer to the individual(s) as “Mr. X” or “Ms. X,” or by a set of notice initials that cannot be utilized to identify such individual. In the event that I neglect or otherwise fail to protect the identity of any individual discussed during my recorded interview and/or presentation, I represent and warrant to ACP that if any of my interview and/or presentation contains any personally identifiable information that can be utilized to identify any third party, whether such information is provided in oral or written format, that prior to my presentation, I will obtain any and all necessary consents from any third parties allowing ACP to use and disclose such third party’s personally identifiable information during my interview and/or presentation and in the Material(s). I further represent and warrant that any such consent obtained by me from any third party shall be irrevocable and shall transfer and assign any and all rights, title, and interest in the Material(s) to ACP. Any consents required from third parties as described in the paragraphs above shall be in writing, signed by the third party and myself, and shall include the following provisions accepted by such third party that: (1) such third party agrees that his/her identity and/or personally identifiable information, whether written or oral, may be disclosed during my recorded presentation and/or interview; (2) such third party consents to the disclosure of their personally identifiable information in the dissemination of the commencement of Material(s); and (3) ACP has any action and all right, title, and interest in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject and to the provisions hereinafter statedMaterial(s) and ACP shall be permitted to use or otherwise exploit, in whole or in part, with or without attribution to any third party, the Company shall assume the defense Material(s) in any format whatsoever, including, but not limited to displaying such content on any of such action (including the employment ACP’s website, in any of counsel who shall be counsel reasonably satisfactory to the IssuerACP’s journals, Trustee publications, or such marketing materials, any other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer website or any other publication that hosts ACP’s journals, publications, or marketing materials or any of its content, print or digital, arising from my recorded presentation and/or interview. I acknowledge and agree that it is my obligation to inform any and all third parties whose personally identifiable information will be provided during my recorded presentation and/or interview that no third party will be permitted to review, edit, or approve any content that contains such other indemnified person shall have the right third party’s personally identifiable information. I attest that I will indefinitely retain and provide to employ separate counsel in ACP, upon ACP’s request, any and all such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentexecuted informed consent forms.

Release and Indemnification. The Company hereby (iOwner acknowledges that, in issuing IRS Form 8609(s) releases with respect to the IssuerProject, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: The Owner agrees to release and forever discharge the Authority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. I, Adopter, understand that I am 100% responsible for the behavior of the Dog and accept full legal and financial responsibility for the Dog and the Dog’s actions. The Company hereby Adopter, for the Adopter and the Adopter’s heirs, executors, personal representatives, and assigns (i) releases collectively the Issuer“Releasing Parties”), agrees to release NLAR, its governing body membersfounders, directors, officers, employees, agents, including independent representatives, contractors, consultants volunteers, successors, and legal counselassigns (collectively the “Released Parties”) from all liability, servants loss, damage, injury, or claims, including but not limited to attorney’s fees and employees other litigation costs, arising from this adoption, this Contract, and the Dog (hereinafter“Covered Claims”). The Adopter, for purposes of this Sectionthe Adopter and all Releasing Parties, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold NLAR and the Released Parties harmless for all Covered Claims, and to cover all reasonable legal fees and other expenses incurred by NLAR and the indemnified parties Released Parties in investigating and defending against Covered Claims, including but not limited to reasonable attorney’s fees and costs. (initial) 4. HEALTH AND CONDITION: I, Adopter, understand that NLAR does not place any animal that it actually knows to be sick or injured, unless the condition is fully disclosed to the Adopter. I am aware that the Dog I am adopting comes from a shelter, xxxxxx home or owner surrender with limited resources and against that NLAR is under no obligation to provide the Dog with a full medical exam prior to adoption. As a result, sickness, injury and disability may exist unbeknownst to NLAR. NLAR is not responsible for payment of any vet care, including known and unknown medical conditions, once I adopt the Dog. If the Dog has a medical condition or injury that I cannot, or choose to not to, have treated by a veterinarian, I must immediately contact NLAR and return the Dog. In the event of such a return, I hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. For Special Need Adoptions (except behavior or medical), see Special Needs Addendum. (initial) 5. CONTINUED OBLIGATIONS: I, Adopter, agree I will not: (a) give the Dog away for matters directly resulting from the negligencepurpose of relinquishing responsibility for the Dog; (b) surrender the Dog to a shelter or other releasing agency; or (c) release the Dog into the wild or otherwise abandon the Dog under any circumstance. If I am unable to care for Dog at any time, I will contact NLAR immediately and return the Dog to NLAR immediately. Failure to do so constitutes a material breach of contractthis Contract and may result in legal action. In the event of such return, willful misconductI hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. (initial) 6. IMPROPER CARE: I, bad faith Adopter, agree I am accepting the Dog as a family pet and I will not keep the Dog as outdoor pets (to include but not limited to chained outdoors, tethered outdoors, attached to trolley systems outdoors, or recklessness use for breeding, medical experimental purposes, or animal fighting). I, Adopter, further agree I will never allow the Dog to ride in the open bed of a pickup truck, leave the Dog unattended in a vehicle for any period of time, nor use or train the Dog as an indemnified party attack or their agentsguard animal. (initial) all liabilities7. PROPER CARE: I, lossesAdopter, damages, costs, expenses, suits, claims, settlements agree to provide proper and judgments, of any nature whatsoever arising from or related in any manner whatsoever humane care to the acquisitionDog, improvingincluding but not limited to daily adequate food, equippingfresh water, ownershipshelter, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementexercise, human companionship and all other necessities. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest I agree I will keep an ID tag on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold Dog) at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Companyall times. The Company shall not Dog will be liable to indemnify any person for any settlement of any such action effect without its consentan indoor pet only.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Footloose Sailing Association events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The In the performance of Duff & Phelps’s Services under this Agreement, neither Duff & Xxxxxx nor any of its members, principals, officers or employees shall be liable to the Company or any member, principal, officer, employee, shareholder or agent of the Company, for any claim, liability, cost, damage or expense (including reasonable attorneys’ fees) the Company or any member, principal, officer, employee, shareholder or agent of the Company, may incur, except to the extent that any such claim, liability, cost, damage or expense is caused by acts or omissions of Duff & Xxxxxx which constitute (a) gross negligence, willful malfeasance , fraud or bad faith , (b) violation of applicable law, or (c) material breach of this Agreement. Yahoo! Inc. Except to the extent provided in the preceding paragraph, the Company hereby agrees to indemnify, hold harmless and defend Duff & Xxxxxx and each of its members, principals, officers and employees from and against all claims, liabilities, costs, damages and expenses (iincluding reasonable attorneys’ fees) releases arising out of or incurred as a result of the IssuerServices performed hereunder. Duff & Xxxxxx hereby agrees to indemnify, hold harmless and defend the Company and each of its governing body membersdirectors, officers, agents, including independent contractors, consultants employees and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties stockholders from and against (except for matters directly resulting from the negligenceall claims , breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesdamages and expenses (including reasonable attorneys’ fees) arising out of or incurred as a result of Duff & Phelps’s (a) xxxxx negligence, suitswillful misfeasance, claimsfraud or bad faith in the performance of the Services under this Agreement, settlements and judgments(b) violation of applicable law, or (c) material breach of any nature whatsoever arising from or related this Agreement. Further, in any manner whatsoever no event shall Duff & Xxxxxx be liable to the acquisitionCompany, improvingwhether a claim be in tort, equipping, ownership, leasing contract or operation otherwise (a) for any amount in excess of two (2) times the Facilities or any activities related to the foregoing or to the failure of total professional fees paid by the Company to perform any of its obligations Duff & Xxxxxx under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or (b) for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of by the Company for investing moneysconsequential, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust indirect, lost profit or receive similar damages and related costs and expenses (including reasonable attorneys’ fees) relating to Duff & Phelps’s Services provided under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writingarising out of this Agreement. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other an indemnified person party under this Agreement of notice of the commencement of any action against such indemnified party, the indemnified party will, if a claim in respect of such action is to be made against the indemnifying party, notify the indemnifying party of the commencement of the action and the nature of the claim, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which indemnity such indemnifying party may have to any indemnified party hereunder, except to the extent that it has been prejudiced in any material respect. An indemnifying party under this Agreement may elect to assume the defense of any claim for which they may be sought against the Company under this Sectionrequired to provide indemnification hereunder, such person and will notify the Company in writing indemnified party of the commencement thereof, and, subject its election to do so or not to do so pursuant to written notice delivered to the provisions hereinafter statedindemnified party promptly, but in no case more than ten (10) business days, after receiving notice from the Company shall indemnified party of a claim hereunder (the “Indemnifying Party’s Notice”). If the indemnifying party elects to assume the defense of such action claim, it must do so with counsel reasonably satisfactory to such indemnified party, provided that the indemnified party or parties shall additionally have the right to participate in such defense through separate counsel at their own expense. If the indemnifying party elects to assume the defense of such claim, the indemnifying party will not be liable to the indemnified party for any expenses incurred by the indemnified party in connection with the indemnified party’s participation of the defense thereof unless (including i) the employment of counsel who indemnifying party shall be not have employed counsel reasonably satisfactory to the Issuer, Trustee indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or such other person as (ii) the indemnifying party has authorized in writing the employment of a second counsel for the indemnified party at the expense of the indemnifying party. In either case may be, and the payment of expenses(i) or (ii). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer indemnifying party shall reimburse the indemnified party as amounts are incurred and reasonable documentation supporting such indemnification claim has been provided to the indemnifying party. If the indemnifying party does not elect to assume the defense of such claim, or any such other has not timely provided the Indemnifying Party’s Notice, then the indemnified person party or parties shall have the right to employ separate counsel in any such action and to participate in assume the defense thereof, but the fees and expenses of such counsel shall not be claim at the expense of the Company unless indemnifying party. Yahoo! Inc. April 12, 2017 Notwithstanding the employment of such counsel has been specifically authorized by foregoing, the Company. The Company indemnifying party shall not be liable to indemnify any person for enter into any settlement of any such action effect claim against the indemnified party without the prior written consent of such indemnified party, which consent shall not be unreasonably withheld or delayed. If any party has made any indemnity payments to any other party pursuant to this Section 5 and such other party thereafter collects any of such amounts related to the indemnity payment from a third party, such other party will promptly repay such amounts collected. In the event that Duff & Xxxxxx is requested, pursuant to subpoena or other legal process, to provide testimony or produce its consentdocuments relating to this engagement in judicial or administrative proceedings to which Duff & Xxxxxx is not a party, Duff & Xxxxxx shall promptly notify the Company and shall be reimbursed by the Company at standard billing rates for Duff & Phelps’s professional time and expenses, including reasonable attorney’s fees incurred responding to such request.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ New England Handicapped Sports Association events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company Seller and Purchaser hereby release Deposit Escrow Agent and its officers, managers, employees and agents (each, a “Deposit Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Deposit Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Deposit Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Deposit Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Deposit Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Deposit Escrow Agent Party against any liability, damage, loss, cost or expense, including reasonable attorneys’ fees and expenses court costs, incurred by such Deposit Escrow Agent Party to the extent resulting from the performance by any Deposit Escrow Agent Party of Deposit Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentDeposit Escrow Agent Party.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties Custodian shall not be liable forfor executing, failing to execute, or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and (iii) agrees agrees, to indemnify indemnify, pay, defend and hold harmless the indemnified parties Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against (except for matters directly resulting from the negligenceany and all claims, breach of contractliabilities, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesobligations, losses, damages, costspenalties, expensesjudgments, suits, claimscosts, settlements expenses and judgments, disbursements (including reasonable attorneys’ fees and disbursements) of any nature kind whatsoever arising from which may be imposed upon, incurred by or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder asserted against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Agreement and the resignation or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice removal of the commencement of any action in respect of which indemnity may be sought Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject their own sole or concurrent ordinary negligence to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized fullest extent allowed by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentlaw.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ DREAM Adaptive Recreation, Inc. events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company To the fullest extent allowed by applicable law, the Company, on behalf of itself and its successors and assigns, hereby (i) releases the Issuerreleases, acquits, and forever discharges Summit, its governing body members, affiliates and their respective officers, agentsdirectors, including independent contractorsemployees, consultants partners, representatives and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties agents from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, demands or causes of action of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of character which the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements may have against such persons and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered entities in connection with the investment of funds made services to be provided by Summit hereunder; provided, however, such release shall not apply to actions in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions breach of this Agreement or constituting willful malfeasance or gross negligence. To the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt fullest extent permitted by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedapplicable law, the Company shall assume indemnify, defend and hold harmless Summit, its affiliates and their respective officers, directors, employees, partners, representatives and agents from and against all losses, costs, claims, liabilities, damages and expenses (including, without limitation, costs of suit and attorneys' fees) they may incur in connection with the defense performance by Summit of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beits obligations hereunder, and the payment of expenses). Insofar as Company shall reimburse each such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the party for all reasonable expenses (including reasonable fees and expenses of counsel) as they are incurred by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person indemnified party in connection with investigating, defending, or preparing for any settlement of any such action effect without its consentor claim. THE LOSSES, COSTS, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES FOR WHICH SUCH INDEMNIFIED PARTIES ARE INDEMNIFIED HEREUNDER SHALL SPECIFICALLY INCLUDE THOSE WHICH RESULT FROM SUCH PARTY'S SOLE, CONCURRENT ACTIVE OR PASSIVE NEGLIGENCE BUT NOT THOSE WHICH RESULT FROM SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MALFEASANCE. The provisions of this Section 4 shall survive the termination of this Agreement.

Release and Indemnification. The Company Seller and Buyer hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), from any liability, damage, loss, cost or expense incurred by Seller or Buyer to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Buyer, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company I have read this Agreement and hereby covenant and agree, on my own behalf and on behalf of my guests and third party vendors (“Member Parties”) to all of the terms and conditions set forth herein and, in particular, hereby covenant and agree that I am personally responsible and obligated to pay all amounts due JPYC in accordance with the terms of this Agreement, including, but not limited to, Rental Fees, Set-Up Fees, Cancellation Fees, and, if deemed applicable by JPYC, in its sole discretion, Security Deposit and the cost of any loss or damages in excess of the Security Deposit. I understand that I am solely responsible for and shall indemnify, hold harmless and defend JPYC and its officers, directors, employees, agents, successors and assigns (“JPYC Parties”) from and against any and all claims, losses, liabilities, costs, attorneys’ fees, and other expenses incurred by JPYC or any of the JPYC Indemnified Parties as a result of or arising, directly or indirectly, out of or in connection with the Member’s or any of the Member Parties’: (i) releases breach of the Issuer, its governing body members, officers, agents, including independent contractors, consultants terms and legal counsel, servants and employees (hereinafter, for purposes of conditions set forth in this Section, the “indemnified parties”) fromAgreement, (ii) agrees that conduct during and following the indemnified parties shall not be liable forEvent while on Club premises, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith losses or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever damages to the acquisitionClub, improving, equipping, ownership, leasing the surrounding premises and/or JPYC property. I understand and agree that JPYC is not responsible for accidents or operation of the Facilities injury to myself or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Member Parties or for the loss of money or valuables of any kind during the Event. I do hereby agree to release, acquit, and forever discharge JPYC and all of the JPYC Parties from any and all claims, demands, and causes of action, that I or any of the Member Parties may have, whether now or in the future, arising out of or related to my rental and use of the Club and/or the Member Parties’ use of the Club and attendance at the Event. I further acknowledge and agree that any breach of this Agreement by me or any of the IndentureMember Parties may result in the termination of my JPYC membership privileges, except forfeiture of my right to future rental of the Club, collection proceedings and such other actions as otherwise specifically agreed JPYC may deem appropriate. Signature: Print Name: Date: EXHIBIT A RENTAL FEE SCHEDULE Rental Fee is based on the number of rental hours and the number of guests. NUMBER OF RENTAL HOURS FEE NUMBER OF GUESTS FEE 4 Hours Included as part of base Rental Fee Up to 20 Guests $100.00 Additional Hours Fee Each Additional Hour is ½ of the Number of Guests Fee (e.g., if there are 30 guests, then an additional hour will be $75 (1/2 of $150) Up to 30 Guests $150.00 Up to 40 Guests $200.00 Up to 60 Guests $250.00 For instance if a Member wishes to rent the Club for 40 guest for 5 hours the rental fee will be $300 (i.e., club rental fee of $200 for 40 guests, plus an additional hours fee of $100 (1/2 of $200 rental fee for 40 guests). ADDITIONAL FEES SECURITY DEPOSIT $250.00 GALLEY RENTAL FEE $50.00 GRILL RENTAL FEE $50.00 EARLY SET-UP FEE $25.00 for request to set-up on a day prior to Event ADDITIONAL SET-UP HOURS FEE $25.00 for each additional hour of set-up requested CANCELLATION FEE $25.00 for cancellations between 15 and 30 days $50.00 for cancellations less than 14 days Payment may be made in writingcash, personal check, money order, cashier’s check and/or credit card. Promptly after receipt Payment made with a personal check must be paid at least fifteen (15) days prior to the date of the event. Any personal check not honored by the Issuer or Trustee, as the case bank may be, or any such other indemnified person of notice result in cancellation of the commencement of event, unless the rental fee and security/damage deposit, any action other fees, plus assessed bank service charges, are paid in respect of which indemnity may be sought against cash within five (5) days after notice to the Company under this Section, such person will notify the Company in writing Member. No reservation shall confirmed unless and until a signed copy of the commencement thereof, and, subject to Agreement is returned along with the provisions hereinafter statedSecurity Deposit, the Company shall assume the defense of such action Rental Fee (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueras hereinafter defined) and other fees, Trustee or such other person as the case may beif any, and the payment of expenses)are paid in full. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.EXHIBIT B PRE-EVENT AND POST-EVENT CLUB CONDITION CHECKLISTS

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) ), all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. The Company agrees to indemnify and hold the Trustee and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (including the allocated costs and expenses of in-house counsel and legal staff) (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Trustee is authorized to rely pursuant to the terms of the Indenture. In addition to and not in limitation of the preceding sentence, the Company also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of the Trustee’s performance under the Indenture or this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may any be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company Each of Borrower and each of the undersigned Guarantors-Unlimited, individually and on behalf of its predecessors, administrators and assigns (the “Releasing Parties”), hereby (i) unconditionally and irrevocably compromises, settles and fully releases the Issuerand forever discharges Lender and its present and former officers, its governing body membersservants, officersemployees, attorneys, agents, including independent contractorsprincipals, consultants directors, shareholders, subsidiaries, predecessors, successors and legal counsel, servants and employees assigns (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) fromfrom and indemnifies the Released Parties against any and all costs, expenses, claims, demands, damages, actions, causes of action, liability or suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or federal law, rule or regulation, which any of them now has or in the past had against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or representation whatsoever related in any way to (a) the Loan Agreement, (iib) agrees any Loan Document or (c) any documents or instruments executed in connection with or in evidence of any indebtedness between Borrower and Lender (all of which claims are referred to collectively as the “Released Claims”), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the indemnified parties obligations of the Releasing Parties under this Section shall not be liable forapply to the extent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever xxx any Released Party in any court or tribunal or bring any action, lawsuit or cause of action (whether by way of direct action, counterclaim, crossclaim or interpleader) against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim. Each Releasing Party hereby agrees, unconditionally and (iii) agrees irrevocably, to defend, indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation each of the Facilities or any activities related to Released Parties from all Released Claims (collectively, the foregoing or to “Indemnified Claims”), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein Releasing Parties under this Section shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject apply to the provisions hereinafter statedextent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party will indemnify, defend and hold harmless the Company shall assume Released Parties from the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory Indemnified Claims by all appropriate proceedings to the Issuer, Trustee a final conclusion or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentsettlement.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Three Rivers Adaptive Sports events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Each of the Company and each of the Subsidiaries, individually and on behalf of its respective directors, officers, employees, agents, principals, predecessors, successors and assigns (the "Releasing Parties"), hereby unconditionally and irrevocably compromises, settles and fully releases and forever discharges Amegy and its present and former officers, servants, employees, attorneys, agents, principals, directors, shareholders, subsidiaries, predecessors, successors and assigns (the "Released Parties") from and indemnifies the Released Parties against any and all costs, expenses (including, but not limited to, any fees and expenses incurred in any bankruptcy proceeding), claims, demands, damages, actions, causes of action, liability or suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or federal law, rule or regulation, which any of them now has, in the past had, or in the future may have against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or representation whatsoever related in any way to the Amegy Debt, the Amegy Debt Documents, the Amegy Letters of Credit and any other documents or instruments executed in connection with the Amegy Debt or in evidence of any indebtedness between the Company or the Subsidiaries and Amegy (all of which claims are referred to collectively as the "Released Claims"), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the obligations of the Releasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever (i) releases the Issuerxxx any Released Party in any court or tribunal or bring any action, its governing body memberslawsuit or cause of action (whether by way of direct action, officerscounterclaim, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”crossclaim or interpleader) from, against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim or (ii) agrees that challenge the indemnified parties shall not be liable forvalidity of or attempt to avoid any transfer made or described hereunder. Each Releasing Party hereby agrees, unconditionally and (iii) agrees irrevocably, to defend, indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation each of the Facilities or any activities related to Released Parties from all Released Claims (collectively, the foregoing or to "Indemnified Claims"), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein Releasing Parties under this Section 7 shall not be deemed apply to be the covenantsextent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party will indemnify, stipulationsdefend and hold harmless the Released Parties from the Indemnified Claims by all appropriate proceedings to a final conclusion or settlement, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee at the discretion of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentReleased Parties.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes any damage or injury to the full extent permitted by law except to the extent arising from the gross negligence or willful misconduct of this Section, the “indemnified parties”) from, (ii) Lessor. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person except to the extent arising from the gross negligence or willful misconduct of Lessor. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of Law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andprior to or during the Lease Term, subject whether relating to the provisions hereinafter statedits original design or construction, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuerlatent defects, Trustee or such other person as the case may bealteration, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Companymaintenance, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company In consideration of the Vendor’s acceptance to this contract /agreement, the Vendor hereby (i) releases voluntarily assumes responsibility for, and releases, waives, acquits, and forever the IssuerChamber and Town of Ladysmith and their respective boards of directors, its governing body memberscouncil, officers, agents, including independent contractorsemployees, consultants members, sponsors, contributors, and legal counsel, servants and employees volunteers (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesReleasees”) ), of and from, (ii) and agrees that not to sue the indemnified parties shall not be liable forReleasees on account of any and all liability, demands, losses, claims, and (iii) damages of every kind whether now or hereafter existing, arising out of, or in any way connected, directly or indirectly, with this agreement. The Vendor further agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Releasees from and against (except for matters directly resulting from the negligenceany and all claims, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdemands, losses, liabilities, damages, costs, and expenses, suitsincluding but not limited to reasonable attorney fees, claimsfor injury, settlements and judgmentsdeath, loss or damage of whatever nature to any nature whatsoever person, property, or any other claim resulting from, arising from out of, or related in any manner whatsoever way related to (i) the acquisition, improving, equipping, ownership, leasing or operation Vendor’s use and occupancy of the Facilities Premises, (ii) the Vendor’s participation in the agreement or (iii) an act or omission of the Vendor, its agents, employees, or independent contractors or anyone directly or indirectly employed by any activities related to of them, or by anyone for whose acts or omissions any of them may be liable, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE), GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT OF ANY OF THE RELEASEES In executing this Contract / Agreement, the Vendor acknowledges and represents that the Vendor has read the foregoing or to Agreement including the failure foregoing Release of the Company to perform any of its obligations under Liability and Indemnity agreement and will be bound by this Agreement. All covenants, stipulations, promises, agreements and obligations The signature of the Issuer contained herein shall not be deemed to be Ladysmith Chamber of Commerce was hereto affixed on the covenantsday of , stipulations2022. Xxxxxxx Xxxxxxx, promises, agreements and obligations Interim Executive Director Ladysmith Chamber of any governing body member, officer, agent, consultant and legal counsel, servant or employee Commerce The signature of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest Vendor was hereto affixed on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberday of , officer, agent, consultants and legal counsel, servant or employee 2022. Signature of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment Vendor Print Name of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Vendor

Release and Indemnification. The Company hereby Operator shall only be liable to --------------------------- Owner for any loss, liability, damage, claim, expense, fine, penalty, interest cost, or other obligation of any nature (i"Obligation") releases to the Issuerextent caused by Operator's, its governing body membersAffiliates', and their respective directors', officers', agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable foremployees', and agents' (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the "Operator Parties"), gross negligence, breach of contract, willful misconduct, bad faith fraud, or recklessness intentional breach of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its Operator's obligations under this AgreementAgreement in performing the Services hereunder. All covenantsThe Operator Parties hereby release Owner, stipulationsits Affiliates, promisesand their respective directors, agreements officers, employees and obligations of agents (the Issuer contained herein "Owner Parties") from, and shall not be deemed to be indemnify the covenantsOwner Parties against, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Obligations claimed or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered asserted in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive Services under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeOperator Parties, as the case may beOwner Parties, or any such other indemnified person third party, to the extent caused by the Operator Parties' gross negligence, willful misconduct, fraud, or intentional breach of notice of the commencement of any action in respect of which indemnity may be sought against the Company Operator's obligations under this SectionAgreement in performing the Services. The Owner Parties hereby release the Operator Parties from, such person will notify and shall indemnify the Company Operator Parties against, Obligations claimed or asserted in writing of connection with the commencement thereof, and, subject to Services under this Agreement by the provisions hereinafter statedOwner Parties, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerOperator Parties, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such third party attributable to causes other indemnified person shall have than the right to employ separate counsel Operator Parties' gross negligence, willful misconduct, fraud, or intentional breach of Operator's obligations under this Agreement in any such action and to participate in performing the defense thereofServices hereunder. IT IS THE INTENTION OF THE PARTIES HERETO THAT THE RELEASE BY, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAND INDEMNITY OBLIGATIONS OF, OWNER UNDER THIS PROVISION HOLD THE OPERATOR PARTIES HARMLESS FROM AND AGAINST THE CONSEAQUENCES OF THEIR OWN ORDINARY NEGLIGENCE TO THE EXTENT SUCH ORDINARY NEGLIGENCE IS THE SOLE, CONCURRENT, OR JOINT CAUSE OF THE OBLIGATIONS.

Release and Indemnification. The Company hereby (i) releases the IssuerRockford agrees to release, remise and forever acquit 3G and each and all of its governing body membersemployees, officers, agentsrepresentatives and associates, including independent contractorsSuttxx, consultants xxrking on the Rockford engagement from any and all legal counselor equitable liability to it, servants whether undertaken hereunder or pursuant to the Letter Agreement, so long as such liability arises out of any action, or failure to take action, on Rockford's behalf which 3G or any of its employees, representatives, and employees (hereinafter, for purposes associates believed in good faith to be in Rockford's best interest and not in contravention of this SectionContract or the Agreement. In addition, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) Rockford agrees to exonerate, indemnify and hold harmless the indemnified parties 3G, its employees, representatives and associates, including Suttxx (xx "Indemnified Party"), from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, losses, damages, costs and expenses, including all legal fees, court costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related out-of-pocket expenses (a "Loss") in any manner whatsoever to the acquisitionway arising out of or in connection with an Indemnified Party's activities on Rockford's behalf and asserted against an Indemnified Party by Rockford, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementofficers, Directors, debenture owners or stockholders, or any other person, so long as such Loss arises out of any action, or failure to take action, on Rockford's behalf which the Indemnified Party in good faith believed to be in Rockford's best interest. All covenants, stipulations, promises, agreements and obligations In the event of a claim of Loss the Indemnified Party shall notify Rockford promptly of the Issuer contained herein claim and Rockford shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered advance expenses incurred in connection with the investment of funds made in accordance with the Indenture, or, absent failure claim on the part behalf of the Trustee Indemnified Party. Rockford may decline to follow clear advance expenses if its Board of Directors determines, in good faith and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly within 30 days after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of receiving notice of the commencement of any action in respect of which indemnity may be sought against claim from the Company Indemnified Party, that the Indemnified Party is not entitled to indemnification under this Sectionthe circumstances; however, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel determination shall not be at binding upon the expense of the Company unless the employment of such counsel has been specifically authorized by the CompanyIndemnified Party in any action for indemnification hereunder. The Company Rockford shall not be liable to indemnify any person for any settlement of any such action effect without its consent.be

Release and Indemnification. The Company Lessee agrees to use and occupy the Property at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees from all claims for any damage or injury (hereinafter, for purposes except to the extent caused by the negligent or intentional acts or omissions of this Section, Lessor or Lessor’s Representatives) to the “indemnified parties”) from, (ii) full extent permitted by Law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person (other than any of Lessor’s Representatives). Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment Property or any part thereof (except to the extent caused by the negligent or intentional acts or omissions of funds made in accordance with the IndentureLessor or Lessor’s Representatives). Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysnegligence or willful misconduct of such Indemnified Party) caused by, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust incurred or receive under any resulting from Lessee’s operations or by Lessee’s use and occupancy of the provisions Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Agreement Lease by Lessee, its officers, employees, agents or the Indenture, except as otherwise specifically other Persons. It is expressly understood and agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company that Lessee’s obligations under this Section, such person will notify Section shall survive the Company in writing expiration or earlier termination of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. All property kept or stored in the Storage Space shall be stored at the risk of the Client. The Company hereby (i) Client releases the IssuerOwner, its governing body membersofficers, attorneys, agents, directors, shareholders, and employees (collectively, the “Released Parties”) from any claim regarding property storage or may occur as a result of storage. The Client shall also indemnify and save it harmless the Owner, its directors, officers, shareholders, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable foremployees, and (iii) agrees representatives from any and all loss, including loss of fee and other amounts payable by the Client pursuant to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligencethis User Agreement, breach of contractclaims, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesactions, damages, costsliability and expense in connection with loss of life, expensespersonal injury, suits, claims, settlements and judgments, of damage to property or any nature other loss or injury whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions out of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beUser Agreement, or any such other indemnified person of notice occurrence in, upon or at the Premises or the occupancy or use by the Client of the commencement of Storage Space or any action in respect of which indemnity part thereof, whether or not the Owner, its directors, officers, shareholders, agents or servants, employees or other persons for whom it may be sought in law responsible, are negligent. If the Owner, without fault on its part be made party to any litigation commenced by or against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedClient, the Company Client shall assume protect, indemnify and hold the defense of such action (including the employment of counsel who Owner harmless and shall be counsel reasonably satisfactory to the Issuerpay all costs, Trustee expenses and reasonable legal fees incurred or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized paid by the CompanyOwner relating to such litigation. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentTHE CLIENT ACKNOWLEDGES AND AGREES THAT THE PROPERTY AND ANY DESIGNATED VEHICLES, INCLUDING THEIR CONTENTS, ARE PARKED ENTIRELY AT THE CLIENT’S RISK AND VEHICLE CONTENTS ARE NOT COVERED UNDER ANY INSURANCE PROGRAM MADE AVAILABLE BY THE OWNER AND THE CLIENT MUST LOOK TO ITS OWN INSURER TO SATISFY ANY CLAIM WHICH MAY ARISE ON ACCOUNT OF DEATH, INJURY, LOSS OR DAMAGE REGARDLESS OF THE CAUSE.

Release and Indemnification. The Company hereby Station Square is the manager of the Downtown Business Center at Station Square. Signing this Agreement creates a binding relationship between yourself, your executors, administrators, assignees or heirs, and Station Square, where you agree to adhere to the rules and regulations stated above. Station Square reserves the exclusive right to grant, rescind or modify the membership of one or all DBC members, which right shall be exercised in the sole and absolute discretion of Station Square. In exchange for the right to use the Downtown Business Center at Station Square and related facilities (icollectively, the “Premises”) releases pursuant to this agreement, you (the Issuer“Member”), its governing body membersto the fullest extent allowed by law, waive for yourself and your executors, administrators, assignees or heirs, any and all rights and claims for damages, losses, demands and any other actions whatsoever, which may arise against Station Square, and any of its, employees, directors, officers, managers agents, including independent affiliates and contractors, consultants including but not limited to any and legal counselall injuries, servants damages or illnesses suffered by Member and/or Member’s property, which may, in any way whatsoever, arise out of, be related to or be connected with Member’s use of and employees (hereinafterpresence on the Premises. To the fullest extent allowed by law, for purposes Member on behalf of this Sectionhimself or herself and his or her executors, the “indemnified parties”) fromadministrators, (ii) agrees that the indemnified parties shall not be liable forassignees, or heirs, hereby expressly release Station Square and all its, employees, directors, officers, managers agents, affiliates, and (iii) contractors from all such claims. Member hereby expressly assumes all risks of entering the Premises and taking part in any activities on the Premises. To the fullest extent allowed by law, Member agrees to indemnify and indemnify, hold harmless the indemnified parties and defend Station Square and all of its, employees, directors, officers, managers agents, affiliates and contractors from any and against (except for matters directly resulting from the negligenceall fault, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suitsclaims, demands or lawsuits arising out of, related to or connected with the Member’s use of and presence on Premises, and should any such fault, liabilities, costs, claims, settlements demands or lawsuit arise or be asserted in any way whatsoever related thereto, whether arising under the laws of the United States, any state, or under any theory of law or equity, Member will indemnify, hold harmless and judgmentsdefend Station Square and all of its, employees, directors, officers, managers agents, affiliates and contractors from any and all costs, expenses or liability including, but not limited to, the cost of any nature whatsoever arising from settlement or related judgment made or rendered against Station Square and all of its, employees, directors, officers, managers agents, affiliates and contractors, together with all costs of court and other costs or expenses incurred in connection with any manner whatsoever such claim, demand or lawsuit, including attorneys’ fees. All damage or injury to the acquisition, improving, equipping, ownership, leasing Downtown Business Center at Station Square caused by any willful act or operation negligence of the Facilities Member, its agents, employees, licensees, contractors, invitees, or visitors, shall be repaired by Landlord at the Member’s sole expense, and Member shall reimburse Landlord for all costs and expenses thus incurred by Landlord within thirty (30) days after receipt of invoice from Landlord. Members may not erect or install any activities related to sign, display, promotional material, or other objects on or about the foregoing Downtown Business Center at Station Square and the building in which such premises are located without the prior written consent of Landlord. Further, Member shall not make any alterations, repairs, additions, improvements, or to other changes in the failure Leased Premises without the prior written consent of the Company to perform any of its obligations under this AgreementLandlord. All covenantspermanent fixtures, stipulationsincluding permanent shelving installed by Member during the term of this Lease, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject attached to the provisions hereinafter statedReal Estate and to have become the property of Landlord. Member shall remove any or all such property if Landlord demands that Member effect such removal. If such removal is demanded, the Company Member shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory repair all damages to the Issuer, Trustee or Leased Premises and restore such other person as premises to the case may be, and condition in which they were at the payment of expenses)Commencement Date. Insofar as such action Members shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall not have the right to employ separate counsel in transfer, mortgage, encumber, assign, or sublease all or any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense part of the Company unless Premises. Member further acknowledges and agrees that he or she has read, understands, and will always abide by this agreement. As always, if you have any questions about the employment of such counsel has been specifically authorized by the Company. Downtown Business Center at Station Square, resources, and events, please do not hesitate to contact us! Email Address Cell Phone Number Business Name/ Co-Op Intended Use The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Downtown Business Center at Station Square - Applicant Xxx Xxxxxxxx - Owner STATION SQUARE ROCKY MOUNT

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Issuer, its governing body members, officersfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, including independent contractorscustomers, consultants licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and legal counselneither Lessor nor Lessor’s agents, servants employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Lessee shall indemnify, protect, defend and employees hold harmless each of the Indemnified Parties from and against any and all Losses (hereinafterexcluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, for purposes however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this SectionLease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the “indemnified parties”) fromexpiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, (ii) agrees that the indemnified parties shall not be liable forprotect, and (iii) agrees to indemnify defend and hold harmless the indemnified parties Lessee, their agents, employees, invitees, patients, partners, officers and contractors from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified any and all Losses suffered by such party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation out of the Facilities gross negligence or any activities related to willful misconduct of Lessor, its agents, employees or contractors; provided, however, that the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein term “gross negligence” shall not be deemed include gross negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Lessor or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease or caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentPersons.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Adaptive Sports Connection events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company Leasee understands acknowledges and agrees to assume all risks and hazards incidental to the installing and occupying the Kiosk and Leased Area to serve customers for AREI. The Leasee does hereby (i) releases agree to waive, release, absolve, and covenants not to sue the IssuerCity, its governing body membersmayor, commissioners, officers, employees, contractors, consultants, volunteers, representatives, attorneys and agents, for any and all claims, including independent contractorsclaims for equitable or injunctive relief, consultants and legal counseldamages, servants and employees (hereinafter, for purposes loss or injury of any kind resulting from or in any way arising directly or indirectly out of this Section, Agreement and/or the “indemnified parties”) from, (ii) agrees that Leasee's installing and the indemnified parties shall not be liable for, Kiosk and (iii) Leased Area to serve customers for AREI. The Leasee further promises and agrees to indemnify indemnify, defend and hold harmless the indemnified parties City, its mayor, commissioners, officers, employees, contractors, consultants, representatives, volunteers, attorneys and agents from and against (except for matters directly resulting from the negligenceall liability, breach of contractclaims and expense, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, including reasonable attorneys’ fees and costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment any and all claims whatsoever for personal or bodily injury or death, including loss of funds made use, or property damage of any kind and character in accordance connection with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust arising directly or receive under any of the provisions indirectly out of this Agreement and/or the Leasee's installing and occupying the Kiosk and Leased Area to serve customers for AREI. This indemnity agreement encompasses all damages and claims, including claims for equitable or the Indentureinjunctive relief, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice arising out of the commencement Leasee's installing and occupying the Kiosk and Leased Area to serve customers for AREI. This indemnification obligation shall survive the termination or expiration of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person Agreement for any settlement reason whatsoever. Notwithstanding the foregoing, nothing herein shall constitute a waiver of any such action effect without its consentimmunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor's agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by Law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee's employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee's agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor's agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term "gross negligence" shall not include gross negligence imputed as a matter of Law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor's interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor's failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee's operations or by Lessee's use and occupancy of the commencement thereofProperties or the Improvements, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee's obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law (hereinafter, except to the extent such claims for purposes of this Section, the “indemnified parties”) from, (ii) any damage or injury are caused by Lessor’s gross negligence or willful misconduct). Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with Properties or any part thereof, except to the Indentureextent caused by Lessor’s gross negligence or willful misconduct. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consent.reason whatsoever. 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and WV File No. 7210 /02-629.1

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Issuer, its governing body members, officersfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, including independent contractorscustomers, consultants licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and legal counselneither Lessor nor Lessor’s agents, servants employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Lessee shall indemnify, protect, defend and employees hold harmless each of the Indemnified Parties from and against any and all Losses (hereinafterexcluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, for purposes however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this SectionLease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the “indemnified parties”) fromexpiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, (ii) agrees that the indemnified parties shall not be liable forprotect, and (iii) agrees to indemnify defend and hold harmless the indemnified parties Lessee, their agents, employees, invitees, patients, partners, officers and contractors from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified any and all Losses suffered by such party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation out of the Facilities gross negligence or any activities related to willful misconduct of Lessor, its agents, employees or contractors; provided, however, that the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein term “gross negligence” shall not be deemed include gross negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Lessor or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease or caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentPersons.

Release and Indemnification. The Company In exchange for being allowed to use any of the Services provided by SMMS or Course, You (acting for You and for all of Your family, heirs, agents, affiliates, representatives, successors, and assigns) hereby expressly fully and forever release, discharge, indemnify, and hold harmless SMMS and Course, and each of their owners, managers, affiliates, employees, agents, representatives, successors, and assigns (the “Released Persons”) for any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) to You or any third party, that arise from or relate to (i) releases any of the Issuer, its governing body members, officers, agentsServices, including independent contractorsany Vehicle, consultants and legal counselequipment or related information, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, and/or (ii) agrees Your use of any of the foregoing (“Claims”), that You or any third party may have or may have against any Released Person, including but not limited to all liability for any property loss or damage, personal injury or loss of life, regardless of the indemnified parties shall not be liable forcause, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, whether based upon breach of contract, willful breach of warranty, negligence or any other legal theory, except for claims based on Released Persons’ gross negligence or intentional misconduct. To the fullest extent permitted by law, bad faith this release and hold harmless agreement includes any and all Claims related to or recklessness of an indemnified party arising from the sole or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, partial negligence of any nature whatsoever arising from Released Persons. You hereby expressly waive any claims against the Released Persons which You do not know or related suspect to exist in any manner whatsoever to Your favor at the acquisition, improving, equipping, ownership, leasing or operation time of use of the Facilities or Services, and expressly waives Your rights under any activities related statutes that purport to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementpreserve Your unknown claims. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed Such releases are intended to be the covenants, stipulations, promises, agreements general and obligations complete releases of all Claims. The Released Persons may plead such releases as a complete and sufficient defense to any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeClaim, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense intended third party beneficiaries of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentreleases.

Release and Indemnification. The Company Producer, for herself/himself/itself and on behalf of any of her/his/its collaborators, affiliates, employees, volunteers, contractors, funders, representatives, and agents (collectively, “Releasors”), assumes all risk of injury or loss and hereby (i) releases the Issuerreleases, waives, discharges, and covenants not to sue Burning Man or its governing body members, officers, agentsdirectors, including independent employees, collaborators, affiliates, volunteers, contractors, consultants funders, representatives, and legal counselagents (collectively, servants “Releasees”) from all claims and employees (hereinafterliability, known and unknown, that are or may be owed to Releasors and Releasors’ personal representatives, assigns, heirs, and next of kin, for purposes any loss or damage of any sort arising out of or relating to the Production, the Recorded Content, and/or Producer’s attendance at the Event. Releasors expressly waive all rights they may have under Section 1542 of the California Civil Code, which states: A GENERAL RELEASE DOES NOT EXTEND THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. If, however, any Releasee files a claim against Releasors, Releasors may file a counterclaim or cross- complaint related to the same facts and circumstances. Releasors expressly agree the release and waiver herein are intended to be as broad and as inclusive as permitted by governing law. Nothing in this Section is intended to release any nonperformance or breach of this SectionAgreement by Burning Man. Releasors shall indemnify, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordefend, and (iii) agrees to indemnify and hold Releasees harmless the indemnified parties from and against (except for matters directly resulting any claim, suit, loss, demand, or damage, actual or threatened, valid or invalid, and from the negligenceany damages, breach of contractjudgments, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesand expenses (including reasonable attorneys’ fees), suitsdirect or indirect, claims, settlements and judgments, arising out of any nature whatsoever arising from or related in any manner whatsoever relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedProduction, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerRecorded Content, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be and/or Producer’s attendance at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEvent.

Release and Indemnification. The Company (a) In consideration of the execution and delivery of this Agreement by the Lenders and the Administrative Agent and the Lenders’ agreement to extend the Advances to the Borrower in accordance with, and subject to, the terms and conditions set forth herein, the Borrower hereby (i) releases the IssuerLenders, its governing body membersthe Administrative Agent, each Affiliate of the Lenders and the Administrative Agent, and each of the respective partners, directors, officers, agentsshareholders, including independent contractorsemployees, consultants attorneys and legal counsel, servants agents of the Lenders and employees the Administrative Agent and each such Affiliate (hereinafter, for purposes of this Sectionthe Lenders, the Administrative Agent, together with such other Persons, being herein collectively referred to as the “indemnified partiesLender Parties” and each individually as a “Lender Party”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except all Claims for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith loss or recklessness of an indemnified party damage caused by any act or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure omission on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of them, INCLUDING, WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, except for any such loss or damage caused by the provisions gross negligence or willful misconduct of any such Lender Party and (ii) indemnifies, exonerates and holds each such Lender Party free and harmless from and against any and all Claims incurred by the Lender Parties (irrespective of whether such Lender Party is a party to the action for which indemnification hereunder is sought), INCLUDING, WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, but excluding any Claims caused by the gross negligence or willful misconduct of any such Lender Party, in the case of each of clauses (i) and (ii) above, as a result of, or arising out of, or relating to the execution, delivery or performance of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt any other Loan Document by the Issuer Lender Parties or Trusteeby any other Person or the making of the Advances. To the extent permitted by applicable law, as the case may beLender Parties shall not have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx any of them upon, any Claim for any special, incidental or consequential damages suffered or incurred by the Lender Party or the Borrower in connection with, arising out of or in any way related to this Agreement, or any other Loan Document or any agreement, instrument or other document relating thereto or to any of the Obligations, or any of the transactions contemplated by this Agreement, or any other Loan Document or any such other indemnified person of notice of agreement, instrument or other document. To the commencement of any action extent permitted by applicable law, the Borrower hereby waives, releases and agrees not to xxx the Lender Parties for exemplary or punitive damages in respect of which indemnity may be sought against the Company under any Claim in connection with, arising out of or any way related to this SectionAgreement, such person will notify the Company in writing any other Loan Document or any other agreement, instrument or other document relating thereto or to any of the commencement thereofObligations, and, subject to or any of the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee transactions contemplated by this Agreement or such any other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer Loan Document or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereofagreement, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentinstrument or other document.

Release and Indemnification. The Company In consideration of the Vendor’s acceptance to this contract /agreement, the Vendor hereby (i) releases voluntarily assumes responsibility for, and releases, waives, acquits, and forever the IssuerChamber and Town of Ladysmith and their respective boards of directors, its governing body memberscouncil, officers, agents, including independent contractorsemployees, consultants members, sponsors, contributors, and legal counsel, servants and employees volunteers (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesReleasees”) ), of and from, (ii) and agrees that not to xxx the indemnified parties shall not be liable forReleasees on account of any and all liability, demands, losses, claims, and (iii) damages of every kind whether now or hereafter existing, arising out of, or in any way connected, directly or indirectly, with this agreement. The Vendor further agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Releasees from and against (except for matters directly resulting from the negligenceany and all claims, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdemands, losses, liabilities, damages, costs, and expenses, suitsincluding but not limited to reasonable attorney fees, claimsfor injury, settlements and judgmentsdeath, loss or damage of whatever nature to any nature whatsoever person, property, or any other claim resulting from, arising from out of, or related in any manner whatsoever way related to (i) the acquisition, improving, equipping, ownership, leasing or operation Vendor’s use and occupancy of the Facilities Premises, (ii) the Vendor’s participation in the agreement or (iii) an act or omission of the Vendor, its agents, employees, or independent contractors or anyone directly or indirectly employed by any activities related to of them, or by anyone for whose acts or omissions any of them may be liable, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE), GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT OF ANY OF THE RELEASEES In executing this Contract / Agreement, the Vendor acknowledges and represents that the Vendor has read the foregoing or to Agreement including the failure foregoing Release of the Company to perform any of its obligations under Liability and Indemnity agreement and will be bound by this Agreement. All covenants, stipulations, promises, agreements and obligations The signature of the Issuer contained herein shall not be deemed to be Ladysmith Chamber of Commerce was hereto affixed on the covenantsday of , stipulations2022. Xxxxxxx Xxxxxxx, promises, agreements and obligations Interim Executive Director Ladysmith Chamber of any governing body member, officer, agent, consultant and legal counsel, servant or employee Commerce The signature of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest Vendor was hereto affixed on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberday of , officer, agent, consultants and legal counsel, servant or employee 2022. Signature of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment Vendor Print Name of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Vendor

Release and Indemnification. The Company hereby (i) releases the IssuerApplicant, its governing body members, officers, agents, including independent representatives, invitees and employees hereby release and discharge the City of Hobart (“City”), the RDC, the HHPC, and the officials, employees, consultants, and representatives thereof from any liability whatsoever arising from the grant or denial of approval of the Applicant’s façade proposal, the performance of any work undertaken pursuant to any approved grant to the applicant, any liability for negligent design, the payment or non-payment of contractors, consultants sub-contractors, materialmen and legal counselsuppliers, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forany claim under any prevailing wage laws, and (iii) any other liability which may arise by reason of or related to the Program. The Applicant also agrees to indemnify and hold harmless the indemnified parties City, the RDC, the HHPC, and the officials, employees, consultants, and representatives thereof from any and against (except all liability on any claim, action or cause of action whatsoever, for matters directly resulting from the negligenceany property damage, breach of contractpersonal injury, willful misconductor other liability, bad faith whether sounding in contract or recklessness of an indemnified party or their agents) all liabilitiestort, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities way related to the foregoing grant or denial of approval of the Applicant’s façade proposal, the performance of any work undertaken pursuant to any approved grant to the failure of the Company to perform any of its obligations under this Agreement. All covenantsapplicant, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment negligent design, the payment or non-payment of interest on contractors, sub-contractors, materialmen and suppliers, any uninvested moneys that the Trustee may hold at any time in trust or receive claim under any prevailing wage laws and any other liability which may arise by reason of or related to the Program. The Applicant’s duty of indemnification shall extend to and include reimbursement of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the attorney fees and expenses of such counsel shall not be at the expense litigation of the Company unless City, the employment of such RDC, the HHPC, and the officials, employees, consultants, and representatives thereof who shall have the sole right to select and direct counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for and approve any settlement of any such action effect without its consentclaimed property damage, personal injury, or other liability.

Release and Indemnification. The Company Pledgor and Ableco hereby (i) releases the Issuerrelease Fleet and its respective affiliates, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants officers and employees (hereinafterfrom any and all claims, for purposes causes of action, liabilities, losses, lawsuits, recoupment, demands and/or damages, fines, penalties and expenses that may arise as a result of the transactions contemplated by this Agreement or as a result of Fleet entering into or acting in accordance with this Agreement, making any transfers of funds contemplated by this Agreement, or following any instructions given to Fleet by Ableco or the Pledgor in accordance with the terms of this SectionAgreement, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) except for proven gross negligence or willful misconduct by Fleet. The Pledgor agrees to indemnify and hold harmless the indemnified parties Fleet and its respective affiliates, officers and employees from and against (except for matters directly resulting from the negligenceany and all claims, breach causes of contractaction, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, lawsuits, recoupment, demands and/or damages, costsfines, penalties and expenses, suitsincluding, claimswithout limitation, settlements out of pocket expenses and judgmentsany and all court costs and reasonable attorneys' fees, that may arise as a result of Fleet entering into or taking or failing to take any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations action under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of making any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment transfers of funds made in accordance with contemplated by this Agreement, or following any instructions given to Fleet by Ableco or the IndenturePledgor under this Agreement, orexcept for gross negligence or willful misconduct by Fleet as determined by a final non-appealable judgment of a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement. Ableco will indemnify Fleet, absent failure on the part of the Trustee to follow clear and its officers, directors, employees, and agents, against claims, liabilities, and reasonable expenses (including reasonable attorney fees and disbursements) arising out of (i) directions or instructions given by Ableco to Fleet under this Agreement, (ii) actions taken by Fleet in compliance with such directions or instructions, and (iii) transfers of funds from the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time Collateral Account to Ableco as provided in trust or receive under any of the provisions of this Agreement or the IndentureAgreement, except as otherwise specifically agreed in writing. Promptly after receipt by to the Issuer or Trusteeextent the claims, as the case may beliabilities, or any such other indemnified person expenses are caused by Fleet's gross negligence or willful misconduct as determined by a final non-appealable judgment of notice a court of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentcompetent jurisdiction.

Release and Indemnification. The Company hereby (i) Vendor releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless District, its successors and assigns, and the indemnified parties directors, officers, employees and agents of District and their successors and assigns (collectively, the "Indemnitees") from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified all third-party or their agents) all liabilitiesclaims, losses, damagesharm, costs, expensesliabilities, suitsdamages and expenses (including, claimsbut not limited to, settlements and judgments, reasonable attorneys' fees) relating to the services arising (whether before or after completion of the Services) out of any nature whatsoever arising from act, error or related in omission of any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to following, provided that District notifies Vendor of such proceeding promptly after District receives notice thereof, Vendor has exclusive control over the foregoing or to the failure defense and settlement of the Company to perform proceeding, District provides such assistance in the defense and settlement of the proceeding as Vendor may reasonably request, and District complies with any settlement or court order made in connection with such proceeding : Vendor; Vendor's subcontractors or subcontractors; the directors, officers, employees or agents of Vendor or any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant subcontractors or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal subcontractors; or Redemption Price of or Purchase Price or interest anyone acting on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered Vendor's behalf in connection with the investment of funds made in accordance with the IndentureServices or this Agreement. However, or, absent failure on the part of the Trustee Vendor shall not be required to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under so indemnify any of the provisions Indemnitees against liability or damages to the extent caused by or resulting from the negligence of such Indemnitees. The indemnification obligation under this Agreement paragraph shall not be affected by any limitation on the amount or the Indenturetype of damages, except as otherwise specifically agreed in writing. Promptly after receipt compensation or benefits payable by the Issuer or Trusteefor Vendor or any subcontractor under any worker’s compensation act, as the case may beincluding Title 51, RCW, any disability benefit acts, or any other employee benefit acts. Vendor and any subcontractor hereby waive, for themselves and their successors, any right to claim such limitation as a defense, set off, or other indemnified person reduction of notice of the commencement of any action in respect of which indemnity may be sought against the Company rights to indemnification under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses)paragraph. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel Vendor further agrees that this waiver has been specifically authorized mutually negotiated by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentparties.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ MESA Association of Sports for the Disabled dba Arizona Disabled Sports events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company hereby (i) releases the IssuerI, an Adult Participant or Parent of a Minor Participant, for myself and on behalf of such Minor Participant, agree to release, indemnify, protect, and hold harmless, and promise not to sue, NatureBridge and/or any of its governing body membersofficers, officersdirectors, employees, agents, including independent contractors, consultants and legal counsel, servants and employees insurers (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) from), (ii) agrees that to the indemnified parties shall not be liable formaximum extent permitted by law, with respect to any and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceall claims, breach of contractdemands, willful misconductdamages, bad faith or recklessness of an indemnified party or their agents) all liabilitiesattorneys’ fees, litigation costs, losses, damagesor liabilities, costsincluding, expensesbut not limited to, suitsclaims for property loss, claimspersonal injury and/or wrongful death, settlements which I or my Minor Participant may suffer, arising out of or in any way related to my, or my Minor Participant’s, participation in the Program. The claims hereby released and judgments, of any nature whatsoever indemnified against include those caused by or arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation negligence of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may bea Released Party, or any such of them, but not those caused by their gross negligence or willful misconduct. Medical Authorization I represent that the medical information I have provided above is current, accurate and complete. I authorize NatureBridge staff to administer first aid, including, where permitted by applicable law, the administration of epinephrine by auto-injector, as well as the administration of “over the counter” medications, including aspirin, Tylenol, ibuprofen, Benadryl, Neosporin, Imodium, laxatives and similar medications. If my Minor Participant has a known life- threatening allergy, or if I have been advised by a health-care provider that the Minor Participant should be prepared for a possible serious allergic reaction, my Minor Participant has been provided with auto-injectable epinephrine and has been instructed by a physician as to its use; in addition, I have instructed my Minor Participant to have the auto-injectable epinephrine on their person and available at all times during the Program. If my Minor Participant is enrolling in the Program as part of a school or other indemnified group, I have also informed the person in charge of notice the school or other group of this allergy and any applicable physician -prescribed protective measures. I confirm that I have, or my Minor Participant has, the ability to hike up to 5 miles per day with up to a 2,000 feet elevation gain without presenting a risk of harm to myself, my Minor Participant, and/or others. I authorize any adult chaperone or member of NatureBridge staff to obtain medical care for my Minor Participant (or for me, if I am unable to consent), and hereby consent to any X-ray, examination, anesthetic, diagnosis, treatment and/or hospital care that may be recommended by a licensed physician and/or dentist. In the event of minor illnesses or injuries, I understand that NatureBridge will attempt to contact me at the earliest practicable opportunity. In the event of a major illness or injury, I understand that NatureBridge will attempt to contact me before the commencement of any action medical treatment, unless my Minor Participant’s condition is such that treatment must be commenced immediately before contact with me can be made. If I cannot be reached, this authorization remains in respect full force and effect. I agree to assume full financial responsibility for the costs of which indemnity any early departure, back-country evacuation, and/or medical care or treatment that I or my Minor Participant may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action receive (including transportation to and from the employment Program). I understand that NatureBridge may find it necessary to terminate the Program or an activity within the Program, whether due to forces of counsel who shall be counsel reasonably satisfactory to nature, medical necessity, problems in the Issuergroup or other reasons that NatureBridge, Trustee or such other person as the case may bein its sole discretion, deems prudent, and the payment of expenses)agree that it may do so. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have I understand that NatureBridge reserves the right to employ separate counsel in any such action and refuse participation to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement who NatureBridge determines, in its sole discretion, may present a risk of any such action effect without its consentharm to themselves or others, and agree that it may do so.

Release and Indemnification. The Company Participant hereby (i) releases the Issuerfully and forever releases, its governing body membersdischarges, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forholds harmless, and (iii) agrees to indemnify and hold harmless the indemnified parties U.S. Figure Skating from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, lossesclaims, demands, lawsuits, damages, costs, expenses, suits, claims, settlements and judgments, of present or future, known or unknown, valid or invalid, direct or consequential, together with reasonable costs and attorneys’ fees, which result directly or indirectly from damages, losses, injuries or death to Participant, Participant’s property, other persons or property incurred during or in connection with any nature whatsoever arising from activities associated with or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation being a part of the Facilities Events and Activities and the conduct and management thereof, including any participation, travel or any activities related to the foregoing medical treatment, hospitalization or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered other care rendered in connection with the investment Events and Activities, whether such loss, damage, injury or death results from the negligence of funds made in accordance with the IndentureU.S. Figure Skating or from some other cause. I HAVE READ THIS ASSUMPTION OF RISK, orWAIVER AND RELEASE, absent failure on the part AND INDEMNIFICATION AGREEMENT, FULLY UNDERSTAND ITS TERMS, UNDERSTAND THAT I AND THE MINOR HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT AND HAVE SIGNED IT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE. I INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW AND AGREE THAT IF ANY PORTION OF THIS AGREEMENT IS HELD TO BE INVALID THAT THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. Signature of the Trustee to follow clear and reasonable instructions Parent/Guardian (if Participant is under 18) Date Printed Name of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Parent/Guardian

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties Custodian shall not be liable forfor executing, failing to execute, or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and (iii) agrees agrees, to indemnify indemnify, pay, defend and hold harmless the indemnified parties Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against (except for matters directly resulting from the negligenceany and all claims, breach of contractliabilities, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesobligations, losses, damages, costspenalties, expensesjudgments, suits, claimscosts, settlements expenses and judgments, disbursements (including reasonable attorneys’ fees and disbursements) of any nature kind whatsoever arising from which may be imposed upon, incurred by or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder asserted against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct or a material breach of the Current Repurchase Agreement by a particular Indemnified Custodian Party. The foregoing indemnification shall survive the termination or assignment of this Agreement and the resignation or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice removal of the commencement of any action in respect of which indemnity may be sought Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the Company under this Section, such person will notify the Company in writing of the commencement thereof, andfullest extent allowed by law, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate exceptions set forth in the defense thereof, but the fees and expenses second sentence of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Section 4.11.

Release and Indemnification. The Company hereby Pledgor releases and will defend and indemnify the Pledgee and any of its affiliates, directors, officers, members, managers, employees, agents, trustees, representatives, attorneys, attorney-in-fact, accountants or other advisors (collectively, the “Indemnitees”) from and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of: (i) releases any reasonable action that the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, Pledgee takes to perfect or continue the “indemnified parties”) from, Pledgee’s security interest in the Collateral; (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees exercise of any remedy available to indemnify and hold harmless the indemnified parties from and against Pledgee under the Securities Transfer Agreement or this Agreement (except for matters directly resulting from the negligence, breach of contract, any fraud or willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure intentional malfeasance on the part of such Indemnitee) and whether such action is brought by the Trustee to follow clear and reasonable instructions Pledgor, the Pledgee or any other party; or (iii) any investigative, administrative or judicial proceeding, whether or not the Pledgee shall be designated a party thereto (but not including any such proceeding initiated by or on behalf of the Company for investing moneysPledgor with respect to breaches of Pledgees obligations hereunder), shall have any liability for nonpayment which may be imposed on, incurred by or asserted against such Indemnitee as a result of interest on any uninvested moneys that or in connection with this Agreement the Trustee may hold at any time in trust or receive under any of the provisions of this Securities Transfer Agreement or the Indenture, transactions contemplated thereby (except as otherwise specifically agreed in writing. Promptly after receipt by for any fraud or willful and intentional malfeasance on the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense part of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expensesIndemnitee). Insofar as such action This Section 7(a) shall relate to any alleged liability in respect survive termination of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Agreement.

Release and Indemnification. The Company hereby and each Subsidiary --------------------------- Guarantor releases Bank (i) releases the Issuerand each director, its governing body membersofficer, officers, agents, including independent contractors, consultants employee and legal counsel, servants and employees (hereinafter, for purposes agent of this Section, the “indemnified parties”Bank) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to will jointly and severally indemnify and hold Bank (and each director, officer, employee and agent of Bank) harmless the indemnified parties from against any and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, obligations, losses, damages, costspenalties, expensesactions, judgments, suits, claimscosts, settlements expenses and disbursements of any kind or nature whatsoever, whether now existing or hereafter arising, and regardless by whom asserted or imposed, which arise out of, result from, or are otherwise connected with the transactions contemplated by this Agreement, the other Loan Documents, and any of the rights or remedies of Bank hereunder or thereunder unless and only to the extent that it shall be finally judicially determined that such liabilities, obligations, losses, damages, penalties, actions, judgments, of any nature whatsoever arising suits, costs, expenses and disbursements resulted primarily from the negligence or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation willful misconduct of the Facilities Bank. Company and each Subsidiary Guarantor will jointly or any activities related to the foregoing severally pay or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements reimburse all legal or other expenses reasonably incurred by Bank (and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body membereach director, officer, agent, consultant employee and legal counsel, servant or employee agent of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered Bank) in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust investigation or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement defense of any action or proceeding (whether or not resulting in liability) with respect to any such liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements in respect of which indemnity may be sought against pursuant to this subsection. The covenants of Company and Subsidiary Guarantors contained in this subsection shall survive the Company under execution of this Section, such person will notify Agreement and the Company in writing other Loan Documents and the repayment of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, Indebtedness hereunder and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthereunder.

Release and Indemnification. The Company hereby (i) releases the Issuer, Issuer its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against the following (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith misconduct or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, construction, improving, equipping, ownership, leasing or operation of the Facilities Projects or any activities related to the foregoing and the authorization, execution or to the failure delivery of the Company Bonds, the offering or sale of the Bonds or any documents, action or transaction related to perform any of its obligations under this Agreementthe same. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, or shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this the Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to sue the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ U.S. Electric Wheelchair Hockey Association events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT I AM RELEASING LEGAL RIGHTS THAT OTHERWISE MAY EXIST. BY SIGNING BELOW, improvingI HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND FULLY COMPETENT TO SIGN THIS AGREEMENT ON MY OWN BEHALF. FOR PARTICIPANTS UNDER THE AGE OF 18 OR LEGALLY INCAPACITATED Undersigned parent, equippingor legal guardian, ownershipor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company In consideration of the agreement of Lender to modify the terms of the Loan Agreement as set forth in this Amendment, the Loan Parties hereby (i) releases the Issuerrelease, discharge and acquit forever Lender and its governing body membersaffiliates and participants and any of its or their officers, officersdirectors, servants, agents, including independent contractorsemployees and attorneys, consultants past and legal counselpresent, servants from any and employees (hereinafterall claims, for purposes demands and causes of this Sectionaction, of whatever nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown, arising out of or relating to the “indemnified parties”) fromLoans and the Loan Agreement, (ii) agrees as hereby amended, or Lender's administration of same, or any other actions taken pursuant to the Loan Agreement or under any other documents or instruments evidencing loans made by Lender to the Borrowers, except to the extent such claims, demands and causes of action are determined by a court of competent jurisdiction by final and non- appealable judgment to have been caused by Lender's gross negligence or willful misconduct; provided, however, that the indemnified parties shall not be liable for, foregoing release and (iii) agrees the following indemnity relate only to the actions or inactions of Lender and its affiliates and participants through the date hereof. The Loan Parties hereby further indemnify and hold Lender and its affiliates and participants, and all officers, directors, servants, agents, employees and attorneys of Lender and its affiliates and participants, past or present, harmless from any and all such claims, demands and causes of action by the indemnified parties from Loan Parties, or anyone claiming by, through or under the Loan Parties, said indemnity to cover all losses and against (except for matters directly resulting from the negligenceexpenses incurred by Lender and its affiliates and participants, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party its or their officers, directors, servants, agents) all liabilities, lossesemployees or attorneys, damagespast or present, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment any such claims, demands or causes of funds made in accordance with the Indentureaction, or, absent failure on the part of the Trustee to follow clear including all reasonable outside attorneys fees and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenturecosts, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedextent such claims, the Company shall assume the defense demands and causes of such action (including the employment are determined by a court of counsel who shall be counsel reasonably satisfactory competent jurisdiction by final and non-appealable judgment to the Issuer, Trustee have been caused by Lender's gross negligence or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentwillful misconduct.

Release and Indemnification. The Company Participant hereby (i) releases the Issuerfully and forever releases, its governing body membersdischarges, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forholds harmless, and (iii) agrees to indemnify and hold harmless the indemnified parties Learn to Skate USA from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, lossesclaims, demands, lawsuits, damages, costs, expenses, suits, claims, settlements and judgments, of present or future, known or unknown, valid or invalid, direct or consequential, together with reasonable costs and attorneys’ fees, which result directly or indirectly from damages, losses, injuries or death to Participant, Participant’s property, other persons or property incurred during or in connection with any nature whatsoever arising from activities associated with or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation being a part of the Facilities Events and Activities and the conduct and management thereof, including any participation, travel or any activities related to the foregoing medical treatment, hospitalization or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered other care rendered in connection with the investment Events and Activities, whether such loss, damage, injury or death results from the negligence of funds made in accordance with the IndentureLearn to Skate USA or from some other cause. I HAVE READ THIS ASSUMPTION OF RISK, orWAIVER AND RELEASE, absent failure on the part AND INDEMNIFICATION AGREEMENT, FULLY UNDERSTAND ITS TERMS, UNDERSTAND THAT I AND THE MINOR HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT AND HAVE SIGNED IT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE. I INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW AND AGREE THAT IF ANY PORTION OF THIS AGREEMENT IS HELD TO BE INVALID THAT THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. Signature of the Trustee to follow clear and reasonable instructions Parent/Guardian (if Participant is under 18) Date Printed Name of the Company for investing moneys, shall have any liability for nonpayment Parent/Guardian Signature of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any Participant/Skater Date Printed Name of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.Participant/Skater

Release and Indemnification. The Company In the event you have a dispute with one or more users of the site (including, but not limited to, any dispute regarding any transaction or user generated content) or any third party website that may be linked to or otherwise interact with the site, including, without limitation, any social media site, you hereby (i) releases the Issueragree to release and forever discharge Tireco and its agents, its governing body directors, shareholders, members, partners, managers, officers, agentsemployees, including independent information providers, suppliers, distributors, vendors, contractors, consultants licensors, attorneys, affiliates, successors and legal counselassigns (collectively, servants and employees (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, (ii) agrees that relate to, or are connected with such dispute and/or your use of the indemnified parties shall not be liable forsite, to the fullest extent provided by law. You further agree to indemnify, defend, and (iii) agrees hold harmless, to indemnify and hold harmless the indemnified parties fullest extent provided by law, Released Parties from and against (except for matters directly resulting from the negligenceall claims, breach of contractdemands, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, expenses, damages, and costs, expensesincluding reasonable attorneys’ fees, suitsresulting from, claimsarising out of, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with your use, unlawful use or other misuse, or inability to use the investment site, your breach of funds made in accordance with this Agreement, or otherwise relating to the Indenture, or, absent failure business we conduct on the part site (including, without limitation, any potential or actual communication, transaction, or dispute between you and any other third party), any action taken by Released Parties as a consequence of investigations by either Released Parties or law enforcement authorities, any content posted by you or on your behalf to the Trustee to follow clear and reasonable instructions site, any use of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt service provided by the Issuer or Trustee, as the case may bea third party provider, or any such other indemnified person use of notice of the commencement of a service offered by us that interacts with a third party website, including any action social media site. You shall cooperate as fully as reasonably required in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including any claim. We reserve the employment right, at our own expense, to assume the exclusive defense and control of counsel who shall be counsel reasonably satisfactory any matter otherwise subject to the Issuer, Trustee or such other person as the case may beindemnification by you, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel you shall not be at the expense settle any matter without our written consent. This Section survives termination of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Agreement.