Common use of General Indemnification Clause in Contracts

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor the Seller shall indemnify, hold harmless and defend the Operating Partnership REIT and the REIT, and their ’s respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively collectively, the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Seller pursuant thereto. In each case, Contributor the Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties), and any necessary local counsel. (b) Contributor The Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Seller until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Seller for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, each Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor each party hereto (each of which is an “Indemnifying Party”) shall indemnify, indemnify and hold harmless the other party and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates its Affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expensesexpenses of any nature whatsoever, including, without limitation, interest, penalties, including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Indemnifying Party contained in this Agreement, Agreement or in any Scheduleschedule, Exhibitexhibit, certificate or affidavit or any other agreement, document or instrument delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Indemnifying Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedAgreement; provided, however, that that: (i) the Operating Partnership and the REIT may make a claim shall not have any obligation under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Article to indemnify any Indemnified Party later receives insurance proceeds with respect to against any Losses paid to the extent that such Losses arise by either virtue of (A) any diminution in value of the OP Units, (B) the Contributor’s breach of this Agreement, gross negligence, wilful misconduct or fraud or (C) CyrusOne LLC’s operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Closing Date; and (ii) the Contributor for the benefit of shall not have any obligation under this Article to indemnify any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of against any deductible amount pursuant to Section 3.2(a) hereof up Losses to the amount actually paid extent that such Losses arise by virtue of (A) any diminution in value of the Properties, (B) the Operating Partnership’s breach of this Agreement, gross negligence, wilful misconduct or deemed paidfraud or (C) by Contributor the Operating Partnership’s operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).Closing Date; and

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, and not jointly (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributors contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributors pursuant thereto. In each case, Contributor the Contributors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from any Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either any Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.5(a) hereof of this Exhibit C up to the amount actually paid (or deemed paid) by such Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributors for purposes of Section 3.2(a) hereofof this Exhibit C).

General Indemnification. (a) From Subject to Section 3.6, from and after the Closing Date, the Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Contributor contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor pursuant thereto. In each case, the Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Subject to Section 3.6, the Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior (i) the Contributor’s failure to timely pay any fees and expenses of the ClosingContributor for which it is responsible pursuant to this Agreement in connection with the transactions contemplated by this Agreement, and (ii) any Excluded Liabilities of the Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of Section 3.2(a) hereof)).

General Indemnification. (a1) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an a “Partnership Indemnified Party” and collectively the “Partnership Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Partnership Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Partnership Indemnified Parties). (b2) From and after the Closing Date, the Operating Partnership and the REIT shall indemnify, hold harmless and defend Contributor and its respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is a “Contributor Indemnified Party” and together with the Partnership Indemnified Parties, each an “Indemnified Party”), from and against any and all Losses asserted against, imposed upon or incurred by the Contributor Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Partnership or the REIT contained in this Agreement, or in any certificate or affidavit delivered by the Partnership or the REIT pursuant thereto. In each case, the Partnership or the REIT, as applicable, shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Contributor Indemnified Parties). (1) Contributor shall also indemnify and hold harmless the Partnership Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Partnership Indemnified Parties to the extent resulting from a third-party claim against Contributor and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (2) The Operating Partnership and the REIT shall also indemnify and hold harmless the Contributor Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Contributor Indemnified Parties to the extent resulting from a third-party claim against the Operating Partnership or the REIT and relating to the Contributed Interests arising from matters that occur after the Closing. (c) With respect to any indemnification claim by an a Partnership Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Partnership Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Partnership Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted or acknowledged under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any offsets, write-offs, recoupments, returns or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From The Contributors shall indemnify and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates (each of which is an “"Indemnified Party” and collectively the “Indemnified Parties”), ") from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ ' fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “"Losses”) "), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Contributors contained in this Agreementthe Agreement (as qualified by all items set forth in the Disclosure Schedule and the Prospectus (including, without limitation, any matters for which a reserve has been established as reflected in the pro forma financial statements contained in the Prospectus) or in any agreement, Schedule, Exhibit, certificate or affidavit or in any other document delivered by Contributor the Contributors pursuant thereto. In each case, Contributor shall only bear to the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Agreement. (b) Contributor The Contributors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of: (i) all fees and expenses of the extent resulting from a third-party claim relating to Contributors in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement; and (ii) any Excluded Liabilities. (c) With respect to any indemnification claim by of an Indemnified Party required to be indemnified by the Contributors pursuant to this Section 3.2, (i) to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributors until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, (ii) if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributors to or for the benefit of any the Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) expended by Contributor to the Indemnified Party Contributors in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)indemnification.

General Indemnification. (a) From Seller (the “Seller Indemnifying Party”) hereby agrees to indemnify and after the Closing Date, Contributor shall indemnify, hold harmless Buyer, the Acquired Companies (following the Closing) and defend the Operating Partnership and the REIT, and each of their respective officers, directors, employees, contractors, agents, successors, stockholders, partners, agents assigns and affiliates (each of which is an “Indemnified Party” and collectively collectively, the “Buyer Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, liabilities deficiencies, costs and expenses, including, without limitation, interest, penalties, amounts paid in settlement, including reasonable attorneys’ fees, costs fees and expenses of investigation, judicial or administrative proceedings or appeals therefrom investigation and costs of attachment or similar bonds defense (collectively, hereinafter individually a “Loss” and collectively “Losses”) asserted againstincurred or sustained by such Buyer Indemnified Parties directly or indirectly arising out of, imposed upon relating to or incurred resulting from (i) any breach or inaccuracy of a representation or warranty of the Acquired Companies and Seller or any other SPR Company contained in this Agreement or in any certificate delivered by the Indemnified PartyAcquired Companies or Seller pursuant to this Agreement (without giving effect, for purposes of determining the amount of any Losses related to any such breach or inaccuracy, to any limitation as to “materiality,” “material adverse effect,” “Material Adverse Effect” or similar qualifications set forth therein), (ii) any failure by the extent resulting from Acquired Companies or Seller or any breach of a representation, warranty other SPR Company to perform or comply with any covenant of Contributor applicable to them contained in this Agreement, or in (iii) any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless Transaction Expenses of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Acquired Companies not paid by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred Acquired Companies at or prior to the Closing. , (civ) With respect to any indemnification claim actions, suits or proceedings brought by an Indemnified Party pursuant to this Section 3.2third parties (including any Government Authority), regardless if disclosed in the Disclosure Letter, related to the extent availableBusiness and related events occurring or actions taken on or prior to the Closing Date, (v) any of the Operating Partnership liabilities expressly retained by Seller and its ERISA Affiliates under Section 5.15, (vi) any action taken by Seller, any Subsidiary of Seller, SPRPA or any Member of Seller that results in either of the REIT agree to use diligent good faith efforts to pursue and collect Administrative Support Services Agreements being declared unenforceable or unlawful, in whole or in part or (vii) any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).set forth on Schedule B.

General Indemnification. (a) From and after the Closing Date, Contributor each party hereto (each of which is an “Indemnifying Party”) shall indemnify, indemnify and hold harmless the other party and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates its Affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expensesexpenses of any nature whatsoever, including, without limitation, interest, penalties, including amounts paid in settlement, reasonable attorneys’ ' fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Indemnifying Party contained in this Agreement, Agreement or in any Scheduleschedule, Exhibitexhibit, certificate or affidavit or any other agreement, document or instrument delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Indemnifying Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedAgreement; provided, however, that that: (i) the Operating Partnership and the REIT may make a claim shall not have any obligation under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Article to indemnify any Indemnified Party later receives insurance proceeds with respect to against any Losses paid to the extent that such Losses arise by either virtue of (A) any diminution in value of the OP Units, (B) the Contributor's breach of this Agreement, gross negligence, wilful misconduct or fraud or (C) CyrusOne LLC's operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Closing Date; and (ii) the Contributor for the benefit of shall not have any obligation under this Article to indemnify any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of against any deductible amount pursuant to Section 3.2(a) hereof up Losses to the amount actually paid extent that such Losses arise by virtue of (A) any diminution in value of the Properties, (B) the Operating Partnership's breach of this Agreement, gross negligence, wilful misconduct or deemed paidfraud or (C) by Contributor the Operating Partnership's operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).Closing Date; and

General Indemnification. Each Party (athe “Indemnifying Party”) From and after the Closing Datewill defend, Contributor shall indemnify, and hold harmless and defend the Operating Partnership other Party (the “Indemnified Party”), and the REITrespective directors, and their respective officers, directors, employees, stockholderssuppliers, partners, and agents and affiliates (each of which is an “the Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, costs, losses, damages, liabilities judgments, and expenses, including, without limitation, interest, penalties, amounts paid in settlement, expenses (including reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds ) (collectively, “LossesClaims”) asserted againstarising out of or in connection with any third party claim alleging: (i) any breach of such Party’s representations or warranties or covenants set forth in this Agreement; or (ii) that any advertisements or other content or materials served or submitted by such Party to or through the Information Service, imposed upon as the case may be, contains any material that is obscene, libelous, or incurred by the defamatory, or infringes any Intellectual Property Rights or other rights of any third party. In addition, LICENSOR, as Indemnifying Party, will indemnify AT&T, as Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Claims related to the goods and services delivered by LICENSOR through the Information Service. The obligations of the Indemnifying Party are subject to the requirements that (a) the Indemnified Parties Party notify the Indemnifying Party in writing within a reasonable time after the Indemnified Party is promptly notified of a claim (provided, failure to provide timely notice will not alter the Indemnifying Party’s duties hereunder except to the extent resulting from a thirdsuch Party is materially prejudiced thereby); (b) the Indemnifying Party have sole control of the defense of the claim (except that, if an Indemnified Party elects to do so, it may participate in the defense at its own expense) and all related non-party claim relating monetary settlement negotiations (it being agreed that any non-monetary terms shall require the prior written approval of the Indemnified Party, not to the Contributed Interests arising from matters that occurred prior to the Closing. be unreasonably withheld or delayed); and (c) With respect the Indemnified Party provides the Indemnifying Party with assistance, information, and authority necessary for the Indemnifying Party to perform its obligations under this Section; provided always that the Indemnified Party will not be required to admit liability under any indemnification claim circumstances. Reasonable out-of-pocket expenses incurred by an Indemnified Party pursuant to in providing such assistance must be reimbursed by Indemnifying Party thirty (30) days from the date of receipt of an account of such expenses. The obligations of the Parties as set forth in this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits survive expiration or termination of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)Agreement.

General Indemnification. Each Seller and Servicer each hereby jointly and severally agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with Purchaser’s officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs ) (all of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, the foregoing being collectively referred to as “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable which purports to be a Purchased Receivable as to which the representations and warranties made herein are not true and correct on the Purchase Date therefore; (ii) any representation or warranty made or deemed made by any Seller or Servicer (or any of its respective officers) under or in connection with this Agreement which shall have been incorrect in any material respect when made; (iii) the failure by any Seller or Servicer to perform any of its covenants or other obligations hereunder or its failure to comply with any applicable law, imposed upon rule or incurred regulation; (iv) the failure to vest in Purchaser a perfected ownership interest in each Purchased Receivable, Related Rights and the proceeds and Collections in respect thereof free and clear of any liens, charges or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute, or Dilution related to such Purchased Receivable (or any portion thereof); (vi) the commingling by any Seller or Servicer of Collections at any time with other funds of such Seller, Servicer or any other Person; (vii) any failure by Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or any claim brought by any Person other than an Indemnified Party arising from Servicer’s collection activities; or (viii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the Indemnified Partygoods or services that are the subject of any Purchased Receivable with respect thereto. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from any breach (i) the gross negligence or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an such Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits as determined in a final non-appealable judgment by a court of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership competent jurisdiction or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if (ii) an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds Insolvency Event with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then applicable Account Debtor. Amounts due hereunder shall accrue interest at the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)Delinquent Rate.

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted or acknowledged under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any counterclaims, defenses, offsets, write-offs, recoupments, reductions, returns, fines, penalties or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From WRI hereby agrees to indemnify ONEOK and its Affiliates (including from and after the Closing DateClosing, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, Surviving Corporation) and their respective officers, directors, employees, stockholders, partners, agents and affiliates representatives against, and agrees to hold them harmless from, any loss, liability, claim, damage or expense (each of which is an “Indemnified Party” including reasonable legal fees and collectively the “Indemnified Parties”expenses) ("Losses"), as incurred (payable quarterly upon written request), for or on account of or arising from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid or in settlement, reasonable attorneys’ fees, costs of investigation, judicial connection with or administrative proceedings or appeals therefrom and costs of attachment or similar bonds otherwise with respect to (collectively, “Losses”i) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or any covenant of Contributor WRI contained in this Agreement, Agreement or in any Schedule, Exhibit, certificate or affidavit document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with herewith and (ii) the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Retained Liabilities. (b) Contributor shall also indemnify ONEOK, and hold harmless the Indemnified Parties from and against any after the Closing, the Surviving Corporation, hereby agrees to indemnify WRI and all Losses asserted its Affiliates and their respective officers, directors, employees, stockholders, agents and representatives against, imposed and agrees to hold them harmless from, any Losses, as incurred (payable quarterly upon written request), for or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests on account of or arising from matters that occurred prior or in connection with or otherwise with respect to (i) any breach of any covenant of ONEOK contained in this Agreement or any document delivered in connection herewith and (ii) the ClosingAssumed Liabilities. (c) With respect In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim within a reasonable time after receipt by such indemnified party of written notice of the Third Party Claim unless the indemnifying party shall have previously obtained actual knowledge thereof. Thereafter, the indemnified party shall deliver to the indemnifying party, within a reasonable time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (d) If a Third Party Claim is made against an Indemnified Party pursuant indemnified party, the indemnifying party will be entitled to this Section 3.2participate in the defense thereof and, if is so chooses, to assume the extent available, defense thereof with counsel selected by the Operating Partnership indemnifying party; provided such counsel is not reasonably objected to by the indemnified party; and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, provided further that the Operating Partnership and indemnifying party first admits in writing its liability to the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds indemnified party with respect to any Losses paid by either Contributor for all material elements of such claim. Should the benefit indemnifying party so elect to assume the defense of any Indemnified Partya Third Party Claim, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up indemnifying party will not be liable to the amount actually paid indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party will (or deemed paidi) by Contributor to cooperate in all reasonable respects with the Indemnified Party indemnifying party in connection with such indemnification defense, (it being understood that all costs and expenses incurred by Contributor ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (iii) agree to insurance coverage disputes any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not adversely affect the business carried on by the indemnified party. In the event the indemnifying party shall constitute Losses paid by Contributor assume the defense of any Third Party Claim, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving notice to the indemnifying party of such terms and the indemnified party will promptly reimburse the indemnified party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for purposes other than money damages against the indemnified party which, if successful, would adversely affect the business of Section 3.2(a) hereof)the indemnified party.

General Indemnification. (a) From and after the Closing DateSubject to section 13c, Contributor Supplier shall defend, indemnify, and hold harmless CENIC and defend the Operating Partnership and the REITeach CENIC Member, and their respective officers, directors, employees, stockholdersagents, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”)representatives, from and against all damages finally awarded by a court of competent jurisdiction or agreed to by Supplier in a written settlement resulting from Supplier’s negligence or willful misconduct in connection with its performance of this Agreement or any related Purchase Order, SOW or ELA, except to the extent that such losses, costs, expenses, damages and liabilities are caused by the negligence of CENIC or such CENIC Member, their respective officers, employees, agents or representatives. CENIC and each CENIC Member agrees to promptly notify Supplier in writing of any and all claims for which it seeks indemnification from Supplier. CENIC and each CENIC Member further agrees to reasonably cooperate with Supplier in defending such actions and claims. If any settlement or resolution involves (i) the admission of a CENIC Member’s wrongdoing, or (ii) making a financial commitment on behalf of the CENIC Member, Supplier agrees not to settle or otherwise resolve any such actions or claims without the prior written consent of the CENIC Member, which shall not be unreasonably withheld. b) Subject to Section 13c and unless otherwise agreed to in writing between Supplier and CENIC Member, CENIC and each CENIC Member shall defend (and have the right to defend), indemnify and hold harmless Supplier its officers, employees, agents and representatives against all damages finally awarded by a court of competent jurisdiction or agreed to by CENIC or a CENIC Member in a written settlement resulting from CENIC or the CENIC Member’s negligence or willful misconduct. This provision will apply only in proportion to and to the extent such damages were the result of negligent acts or omissions of CENIC or a CENIC Member, its officers, employees, or agents. c) In the event of any third party claim for which a Party (the “Indemnified Party”) seeks indemnification under this Section 13, the Indemnified Party shall (i) give the other Party (the “Indemnifying Party”) prompt written notice of the claim and permit the Indemnifying Party sole control over the defense and settlement of the claim, and (ii) reasonably cooperate with the Indemnifying Party in the defense and or settlement of the claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of the continuing status of any actions and claims, lossesincluding any proceedings resulting from them, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by shall permit the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2at its own expense, to participate in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits defense or settlement of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership such actions or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claims.

General Indemnification. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend the Operating Partnership each Purchaser and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor Seller pursuant thereto. In each case, Contributor Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Seller and relating to the Contributed Interests arising from Property Interest purchased by the applicable Purchaser hereunder to the extent such claim is to matters that occurred prior to the ClosingClosing and the action of the Seller. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree each Purchaser agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor Seller until all proceeds and benefits, if any, to which the Operating Partnership such Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership such Purchaser and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor Seller for purposes of Section 3.2(a) hereof). (d) Any Losses that are payable to any Purchaser under the provisions of this Section 3.2, shall be payable only by assignment of payments to Seller as a holder of a TIC Interest under the TIC Agreement.

General Indemnification. (a) From and after the Closing Date, Contributor CONTRACTOR shall indemnify, defend with counsel 870 acceptable to the CITY, protect and hold harmless and defend City Council, the Operating Partnership and the REITCITY, its officers, 871 employees, volunteers, and their respective officersagents (collectively, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), indemnitees) from and against all claims, 872 damages (including but not limited to special, consequential, natural resources and punitive 873 damages), injuries, costs, (including without limit any and all claimsresponse, remediation and removal 874 costs), losses, damagesdemands, liabilities and expensesdebts, includingliens, without limitationliabilities, causes of action, suits, legal or administrative 875 proceedings, interest, fines, charges, penalties, amounts paid in settlement, reasonable and expenses (including without limit attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom 876 expert witness fees and costs incurred in connection with defending against any of attachment the foregoing 877 or similar bonds in enforcing this indemnity), (collectively, “LossesDamages”) of any kind whatsoever paid, incurred 878 or suffered by, or asserted against, imposed upon indemnitees arising from or incurred by the Indemnified Party, attributable to the extent resulting from any breach acts or 879 omissions of a representationContractor whether or not negligent or otherwise culpable, warranty in connection with or covenant 880 related to the performance of Contributor contained in this Agreement, including without limit damages arising from or in 881 attributable to any Scheduleoperations, Exhibitrepair, certificate clean-up or affidavit delivered by Contributor pursuant thereto. In each casedetoxification, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel other plan (regardless of 882 whether undertaken due to governmental action) concerning any hazardous substance or 883 Hazardous Waste Collected in the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless CITY. Notwithstanding the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; providedforegoing, however, that 884 CONTRACTOR shall be required to indemnify the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor CITY for the benefit costs for any claims arising from 885 the Disposal of any Indemnified PartyDiscarded Materials at the Disposal Facility, then from Processing of Recyclable 886 Materials at the Indemnified Party Recyclable Materials Processing Facility, and/or from Processing Organic 887 Materials at the Compostable Materials Processing Facility including, but not limited to, claims 888 arising under the Comprehensive Environmental Response, Comprehensive and Liability Act 889 (CERCLA) unless claim is a direct result of CONTRACTOR’S actions or negligence. This 890 indemnity afforded indemnitees, shall reimburse Contributor in only be limited to exclude coverage for intentional 891 wrongful acts and negligence of indemnitees, and as provided below. The foregoing indemnity 892 is intended to operate as an amount equivalent to such proceeds in excess of any deductible amount Agreement pursuant to Section 3.2(a§107(e) hereof up of the Comprehensive 893 Environmental Response, Compensation and Xxxxxxxxx Xxx, XXXXXX, 00 XXX. §9607(e) and 894 California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify 895 CITY from liability. 01.1 This provision is in addition to all other provisions in this Agreement and 897 is intended to survive the expiration or earlier termination of this Agreement. Nothing in this 898 paragraph shall prevent CITY from seeking indemnification or contribution from Persons or 899 entities other than indemnitees, for any liabilities incurred by CITY or the indemnitees. As 900 appropriate, CONTRACTOR’S Guaranty Agreement shall extend to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)901 obligation hereunder.

General Indemnification. (a) From and after the Closing Date, Contributor the Contributing Indemnitors shall indemnify, hold harmless and defend the Operating Partnership and the REITRMBI, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributing Indemnitors contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributing Indemnitors pursuant thereto. In each case, Contributor the Contributing Indemnitors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor The Contributing Indemnitors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests Assets arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree RMBI agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributing Indemnitors until all proceeds and benefits, if any, to which RMBI or the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT RMBI may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributing Indemnitors for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributing Indemnitors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Contributing Indemnitors to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributing Indemnitors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributing Indemnitors for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after If the transactions contemplated hereby to occur at the Closing Dateare effected and subject to the provisions of Section 11.01(b), Contributor shall indemnifyeach of the Acquiror, hold harmless and defend on the Operating Partnership one hand, and the REITParent, and their respective officerson the other, directorseach hereby agrees (in such capacity, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Indemnifying Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by after the Indemnified PartyClosing, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the other (in such capacity, an “Indemnified Parties from and Party”) against any losses, claims, damages, judgments, settlements or liabilities (“Losses”) that such Indemnified Party shall actually incur, to the extent that such Losses (or actions, suits or proceedings in respect thereof and all any appeals therefrom (“Proceedings”)): (i) arise out of or result from the untruth or breach of any representation or warranty made herein in Article III, IV or V for the benefit of the Acquiror or in Article VI for the benefit of the Parent; or (ii) arise out of or result from the nonperformance in accordance with its terms of any covenant or agreement made herein for the benefit of the Indemnified Party by the Indemnifying Party; and will reimburse the Indemnified Party for any reasonable legal or other expenses incurred by it in connection with investigating or defending against any such Losses asserted againstor Proceedings or in asserting, imposed upon preserving or enforcing any such covenant or agreement (“Expenses”). Notwithstanding the foregoing, the Indemnifying Party shall be liable to the Indemnified Party under this Section only for the amount by which Losses and Expenses incurred by the Indemnified Parties to Party exceed U.S.$ 100.0 million in the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedaggregate; provided, however, that the Operating Partnership amount of such Losses and Expenses that are subject to indemnification hereunder shall not exceed U.S.$ million anamount in U.S. Dollars equal to 40% of the REIT may make a claim under Purchase Price in the aggregate for either Indemnified Party; and provided, further, that the Losses and Expenses incurred by an Indemnified Party shall, for purposes of determining the threshold level thereof in accordance with this Section 3.2 even if an sentence and otherwise with respect to the obligations of the Indemnifying Parties hereunder, be offset by (i) the proceeds of any insurance coverage dispute is pendingreceived by the Indemnified Party, in which casedirectly or indirectly through any Subsidiary or other Transfer Company, if with respect thereto and (ii) the amount of any income tax benefit actually realized by the Indemnified Party later receives insurance proceeds with respect thereto. The limitations im posed by the immediately preceding sentence shall not be applicable to any Losses or Expenses incurred by the Acquiror as a result of any misrepresentation or breach of warranty of the Parent with respect to any Section 5.09. (b) Notwithstanding anything to the contrary in this Agreement, the liability of the Parent as an Indemnifying Party under this Agreement shall also be limited as follows: (i) Any Losses paid incurred by either Contributor for an entity partially owned, directly or indirectly, by an Indemnified Party shall only be deemed to be Losses in the benefit of any Indemnified Party, then same proportion that the Indemnified Party owns, directly or indirectly, the Equity Securities of such entity. In this regard, the Equity Securities of each Holding Company shall reimburse Contributor be deemed to be owned 80% by the Acquiror and 20% by the Parent. (ii) The Parent shall not be liable for any Losses resulting from a breach of any of its representations and warranties under Article V if the substance of the breach was actually known at or prior to the date of this Agreement by the Acquiror or its advisors, including its legal advisors but excluding the Senior Management Team; provided, however, that knowledge of the Acquiror’s legal advisors shall be attributed to the Acquiror only to the extent that such knowledge was obtained in an amount equivalent the course of legal representation of the Acquiror by such legal advisor. (iii) The Parent shall not be liable for any Losses resulting from a breach of any of the representations and warranties set forth in Section 5.12 to the extent that the act, omission, event or circumstance giving rise to such proceeds Losses was disclosed in excess the environmental audits and studies and correspondence on environmental matters made available to the Acquiror as described in Section 5.12. (iv) The Parent shall not be liable for any Losses resulting from a breach of any deductible amount pursuant to Section 3.2(a) hereof up of the representations and warranties set forth in Articles III, IV or V of this Agreement to the amount actually paid (extent that the liability for such breach occurs or deemed paid) by Contributor to is increased as a result of the Indemnified Party adoption or imposition of any Law, Regulation, Order or Legal Requirement not in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes force at the date of Section 3.2(a) hereof)this Agreement or as a result of any increase in rates of taxation after the date of this Agreement.

General Indemnification. (a) From Borrower indemnifies, defends and after the Closing Dateholds harmless Lender, Contributor shall indemnify, hold harmless its successors and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”)assigns, from and against any and all suits, claims, liabilities, counterclaims, actions, damages, penalties, losses, damages, liabilities and expenses, costs or expenses (including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs expenses and court costs) of investigation, judicial any kind Lender shall suffer as a direct result of or administrative proceedings or appeals therefrom and costs arising out of attachment or similar bonds (collectively, “Losses”a) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach by Borrower of a any warranty, representation, warranty covenant or covenant of Contributor agreement contained herein, or other document executed by Borrower in connection herewith, or contained in any Transaction Document, (b) any intentional misrepresentation in, or material omission from, any statement, certificate, Exhibit, Schedule or other agreement, instrument or document prepared and delivered or to be delivered by Borrower pursuant to this Agreement, (c) any negligence of Borrower or of any agent or employee of Borrower or any warranty given by Borrower in respect of the purchase, installation, delivery, maintenance and condition of any SchedulePledged Unit, Exhibit(d) any Taxes and any governmental charges, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs fines or expenses penalties whatsoever, levied against any Transaction or any Pledged Unit for any periods prior to the applicable Closing Date and not paid by Borrower in connection with the employment of one counsel and event Borrower is liable for such Taxes, (e) any necessary local counsel (regardless Transaction or Transaction Document being unenforceable by reason of the number failure of Indemnified Parties). Borrower (bor any predecessor-in-interest to Borrower) Contributor shall also indemnify to have qualified to do business or to have any license or permit required by any state or other governmental entity, (f) the failure of Borrower to have or have obtained from an Obligor effective insurance coverage as required pursuant to the Transaction Documents, or (g) the failure of Lender to have a first priority perfected security interest in and hold Lien on the Collateral, subject to the Permitted Liens. Borrower further indemnifies and holds harmless the Indemnified Parties Lender, its successors and assigns, from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. liabilities (cincluding interest and penalties) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit Taxes required to be collected in respect of any Indemnified Party, then Transaction or any Pledged Units after the Indemnified Party shall reimburse Contributor in an amount equivalent Closing Date if such Taxes had not been collected by Borrower prior to such proceeds in excess the Closing Date on reliance of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (exemption being available or deemed paid) otherwise applicable and it is subsequently determined by Contributor to the Indemnified Party in connection with such indemnification (it being understood Lender that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)no exemption is available.

General Indemnification. (a) From Each of the Sellers and after the Closing DateUPC Stockholders, Contributor jointly and severally, shall indemnify, hold harmless indemnify and defend the Operating Partnership Buyers and the REIT, and each of their respective directors, officers, directors, employees, stockholdersconsultants, partnersrepresentatives, agents and affiliates (other Affiliates and shall hold each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), them harmless from and against all Losses that are incurred or suffered by any and all claimsof them in connection with or resulting from: (i) any misrepresentation or breach of, lossesor inaccuracy in, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial any representation or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred warranty made by the Indemnified Party, to Companies or the extent resulting from any breach of a representation, warranty or covenant of Contributor contained UPC Stockholders in this Agreement, any Ancillary Agreement or in any Schedule, Exhibit, certificate schedule or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear Disclosure Schedule furnished or to be furnished to the fees, costs or expenses Buyers in connection with or as contemplated by this Agreement; (ii) any breach of any covenant made by the employment Companies or the UPC Stockholders in this Agreement, any Ancillary Agreement or any schedule or Disclosure Schedule furnished or to be furnished to the Buyers in connection with or as contemplated by this Agreement, whether such covenant requires performance prior to or after the Closing, or any breach of one counsel any covenant made by the Companies or the UPC Stockholders in this Agreement, any Ancillary Agreement or any schedule or Disclosure Schedule furnished or to be furnished to the Buyers in connection with or as contemplated by this Agreement, which covenant of the Companies or the UPC Stockholders requires performance prior to the Closing; (iii) any Losses created by any by-law or certificate of incorporation provision, agreements, or insurance policy provisions relating to the indemnification of any person who was an officer or director of any Seller prior to the Closing and any necessary local counsel Losses created by any by-law or certificate of incorporation provision, agreements, or insurance policy provisions relating to the indemnification of any person who was an officer or director of any Acquired Subsidiary prior to the Closing to the extent such Losses were occasioned by events or omissions occurring prior to the Closing; (regardless iv) any Retained Liabilities; and (v) the enforcement by the Buyers of the number of Indemnified Parties)its indemnification rights under this Agreement. (b) Contributor Each of the Buyers shall, jointly and severally, indemnify the Sellers, the Stockholder and the UPC Stockholders and each of their respective directors, partners, officers, employees, consultants, representatives, agents and other affiliates, and shall also indemnify and hold each of them harmless the Indemnified Parties from and against all Losses that are incurred or suffered by them in connection with or resulting from: (i) any misrepresentation or breach of any representation or warranty made by the Buyers in this Agreement, any Ancillary Agreement or any schedule furnished or to be furnished to the Sellers and the UPC Stockholders in connection with or as contemplated by this Agreement; (ii) any breach of any covenant made by the Buyers in this Agreement, any Ancillary Agreement or any schedule furnished or to be furnished to the Sellers and the UPC Stockholders in connection with or as contemplated by this Agreement; (iii) any Assumed Liabilities; and (iv) the enforcement by the Sellers and the UPC Stockholders of their indemnification rights under this Agreement. (c) Notwithstanding the foregoing, (i) the Sellers shall not be obligated to provide any such indemnification for Losses pursuant to claims (other than third party claims) under Section 9.2(a)(i) hereof, and (ii) the Buyers shall not be obligated to provide any such indemnification for Losses pursuant to claims (other than third party claims) under Section 9.2(b)(i) hereof, unless the aggregate amount that the Sellers, the UPC Stockholders or the Buyers, as applicable, are entitled to recover in respect of all such claims exceeds $325,000 (the “Deductible“), in which case the indemnitor shall be liable only for such Losses in excess of the Deductible. No limitation or condition of liability provided in this Article IX shall apply (i) to any misrepresentation or breach of warranty contained herein if such misrepresentation or breach of warranty was made with actual knowledge that it contained an untrue statement or omitted to state a material fact necessary to make the statements therein not misleading, or with intent to deceive or defraud, (ii) to any matters set forth in Section 5.11 hereof or (iii) to any breaches of the covenants and agreements under this Agreement or in any statement or certificate furnished or to be furnished pursuant hereto or in connection with the transactions contemplated hereby. For purposes of determining the existence of any misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, and calculating the amount of any Losses incurred in connection with any such misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, any and all Losses asserted against, imposed upon references to material or incurred Material Adverse Effect (or other correlative terms) shall be disregarded. (i) A party entitled to indemnification hereunder shall herein be referred to as an “Indemnitee.” A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor.” As soon as is reasonable after an Indemnitee either (a) receives notice of any claim or the commencement of any action by the Indemnified Parties any third party which such Indemnitee reasonably believes may give rise to the extent resulting a claim for indemnification from an Indemnitor hereunder or (b) sustains any Loss not involving a third-party claim relating or action which such Indemnitee reasonably believes may give rise to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification a claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking for indemnification from Contributor until all proceeds and benefitsan Indemnitor hereunder, such Indemnitee shall, if anya claim in respect thereof is to be made against an Indemnitor under Article IX hereof, to which notify such Indemnitor in writing in reasonable detail of such claim, action or Loss, as the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedcase may be; provided, however, that failure to notify Indemnitor shall not relieve Indemnitor of its indemnity obligation, except to the Operating Partnership extent Indemnitor is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. Except as provided in this Section 9.2, Indemnitor shall have the right, using counsel reasonably acceptable to the Indemnitee, to contest, defend, litigate or settle any such third-party claim which involves (and continues to involve) solely monetary damages; provided that the Indemnitor shall have notified the Indemnitee in writing of its intention to do so within fifteen (15) days of the Indemnitee having given notice of the third-party claim to the Indemnitor and; provided, further, that (1) the Indemnitor expressly agrees in such notice to the Indemnitee that, as between the Indemnitor and the REIT may make a Indemnitee, the Indemnitor shall be solely obligated to fully satisfy and discharge the third-party claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds notwithstanding any limitation with respect to any Losses paid indemnification included in this Agreement; (2) if reasonably requested to do so by either Contributor for the benefit Indemnitee, the Indemnitor shall have made reasonably adequate provision to ensure the Indemnitee of the financial ability of the Indemnitor to satisfy the full amount of any Indemnified Partyadverse monetary judgment that may result from such third party claim; (3) assumption by the Indemnitor of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the Indemnitee’s business; and (4) the Indemnitor shall diligently contest the third-party claim (the conditions set forth in clauses (1), then (2), (3) and (4) being collectively referred to as the Indemnified Party “Litigation Conditions“). The Indemnitee shall reimburse Contributor have the right to participate in, and to be represented by counsel (at its own expense) in an amount equivalent any such contest, defense, litigation or settlement conducted by the Indemnitor; provided, that the Indemnitee shall be entitled to such proceeds in excess reimbursement therefor if the Indemnitor shall lose its right to contest, defend, litigate and settle the third-party claim. The Indemnitor shall not be entitled, or shall lose its right, to contest, defend, litigate and settle the third-party claim if the Indemnitee shall give written notice to the Indemnitor of any deductible amount pursuant objection thereto based upon the Litigation Conditions. (ii) The Indemnitor, if it shall have assumed the defense of any third-party claim as provided in this Agreement, shall not consent to Section 3.2(a) hereof up a settlement of, or the entry of any judgment arising from, any such third-party claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed). The Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any compromise or settlement which commits the Indemnitee to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnitee. The Indemnitee shall have the sole and exclusive right to settle any third-party claim, on such terms and conditions as it deems reasonably appropriate, to the amount actually paid extent such third-party claim involves equitable or other non-monetary relief, and shall have the right to settle any third-party claim involving monetary damages with the written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. All expenses (or deemed paidincluding without limitation attorneys’ fees) incurred by Contributor to the Indemnified Party Indemnitor in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes the foregoing shall constitute Losses be paid by Contributor the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article IX shall relieve it of such obligations to the extent such obligations exist. (iii) If an Indemnitee is entitled to indemnification against a third-party claim, and the Indemnitor fails to accept a tender of, or assume the defense of, a third-party claim pursuant to this Section 9.2, the Indemnitor shall not be entitled, or shall lose its right, to contest, defend, litigate and settle such a third-party claim, and the Indemnitee shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such third-party claim, and may settle such third-party claim either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnitor. If, pursuant to this Section 9.2, the Indemnitee so contests, defends, litigates or settles a third-party claim for purposes which it is entitled to indemnification hereunder, the Indemnitee shall be reimbursed by the Indemnitor for the reasonable attorneys’ fees and other expenses of Section 3.2(a) hereof)contesting, defending, litigating and/or settling the third-party claim which are incurred from time to time.

General Indemnification. 31.2.1 Each Party (athe “Indemnifying Party”) From will defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless the other Party and defend the Operating Partnership and the REIT, its respective Affiliates and their respective officers, directors, employees, stockholders, partners, and agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted againstfrom any suit or proceeding brought against the Indemnified Party arising out of any third party Claim alleging personal or bodily injury, imposed upon death, property damage or incurred by theft, resulting from the negligent acts or omissions of the Indemnifying Party, its agents or subcontractors, whether arising under common law, statute, strict tort liability, strict products liability, negligence, misrepresentation, or breach of warranty or otherwise; provided however, that an Indemnifying Party will have no obligation to defend, indemnify, or hold an Indemnified Party harmless for any third party Claim under this Section 31.2 to the extent such Claim results from the Indemnified Party, ’s negligence or willful misconduct. Subject to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained limitations specified in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available32 below, the Operating Partnership Indemnifying Party will pay all damages and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if costs awarded against the Indemnified Party later receives insurance proceeds for such Claims provided that the Indemnifying Party solely controls the defense or settlement of the Claim. The Indemnifying Party will reasonably cooperate with respect to any Losses paid by either Contributor for the benefit of any Indemnified Partyand provide reasonable requested authority, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor information and assistance to the Indemnified Party in connection with defending the suit. The Indemnifying Party shall be relived of its obligation to defend, indemnify and hold the Indemnified Party harmless, but only to the extent that the Indemnifying Party is actually prejudiced by any of the following and only to the extent of the prejudice: (i) the Indemnified Party fails to promptly notify the Indemnifying Party in writing of such indemnification Claim; or (it being understood ii) the Indemnified Party Indemnitees fail to reasonably cooperates and provide reasonable requested authority, information and assistance to the Indemnifying Party to properly defend any such suit or proceeding (at the Indemnify Party’s sole expense). The Indemnifying Party will not be responsible for any costs, expenses or compromise incurred or made by the Indemnified Party without the Indemnifying Party’s prior written consent 31.2.2 To the extent an Indemnifying Party is obligated under this Section 31 to defend, indemnify and/or hold harmless an Indemnified Party against any damages as provided for in this Section 31, an Indemnifying Party will be the original and primary source of payment of such damages without demand or presentment by an Indemnified Party, or the need or requirement that all costs and expenses incurred by Contributor with respect an Indemnified Party first make payment on such damages prior to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).seeking reimbursement from an Indemnifying Party. THIS DOCUMENT AND ITS CONTENTS CONSTITUTE THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF CLEARWIRE COMMUNICATIONS LLC AND INTEL CORP. – DO NOT DISCLOSE TO THIRD PARTIES

General Indemnification. (a) From and after the Closing Date, The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Contributor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in the Agreement (as qualified by all items set forth in the Disclosure Schedule) and including, without limitation, this Agreement, Exhibit C or in any Schedule, Exhibit, certificate or affidavit affidavit, or in any other document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Partiesthereby,). (b) Subject to Section 2.4 of the Agreement, the Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of all fees and expenses of the extent resulting from a third-party claim relating to Contributor in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.4(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of this Section 3.2(a) hereof3.2(c)).

General Indemnification. (a) From and after the Closing Date, the Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Contributor contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor pursuant thereto. In each case, the Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior (i) the Contributor’s failure to timely pay any fees and expenses of the ClosingContributor for which it is responsible pursuant to this Agreement in connection with the transactions contemplated by this Agreement, and (ii) any Excluded Liabilities of the Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of Section 3.2(a) hereof)).

General Indemnification. (a) From Client shall fully defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless EH&A and defend the Operating Partnership and the REIT, and their respective its officers, directors, employees, stockholdersagents, partnersrepresentatives or successors and assigns (collectively, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, lossesdemands, damagesactions or causes of actions and any and all liabilities, liabilities costs and expenses (including but not limited to attorney’s fees and expenses, including, without limitation, interest, penalties, amounts paid incurred in settlement, reasonable attorneys’ fees, costs the defense of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted by EH&A, its officers, employees, agents, representatives, successors or assigns or any other third party on account of, or sustained or alleged to the extent resulting from any breach have been sustained by, or arising out of a representationor growing out of bodily injury, warranty including death, or covenant loss of Contributor contained in this Agreementuse or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any Schedule, Exhibit, certificate way incidental to or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with EH&A’s performance of the employment Services under this Agreement or Statement of one counsel and any necessary local counsel (Work, regardless of the number whether such claims, demands, actions, causes of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon action or incurred liability are or alleged to have been caused by in part or contributed to by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2negligence, to the extent availablefault, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits or strict liability of any right Indemnified Party. EH&A’s indemnity obligation under this Paragraph is contingent upon the EH&A seeking indemnity (“Indemnitee”) to defense under any insurance policy that covers the matter which is the subject (i) promptly notify Client (“Indemnitor”) of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedeach claim; provided, however, that the Operating Partnership and Indemnitee’s failure to give prompt notice to the REIT may make a Indemnitor of any such claim shall not relieve the Indemnitor of any obligation under this Section 3.2 even if Paragraph except and to the extent that such failure materially prejudices the Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an insurance coverage dispute is pendingadmission of wrongdoing by the Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at the Indemnitor’s request and expense, in which case, if provide full information and reasonable assistance to the Indemnified Party later receives insurance proceeds Indemnitor with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claim.

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, but not jointly, indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also also, severally, but not jointly, indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any offsets, write-offs, recoupments, returns or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend Purchaser, Alpine OP, Alpine GP, the Operating Partnership REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor Seller pursuant thereto. In each case, Contributor Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Seller and relating to the Contributed Interests TIC Interest and arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree Purchaser agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor Seller until all proceeds and benefits, if any, to which the Operating Partnership Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership Purchaser and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor Seller for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the first Closing Date, Contributor the Contributing Indemnitors shall indemnify, hold harmless and defend the Operating Partnership and the REITRMBI, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributing Indemnitors contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributing Indemnitors pursuant thereto. In each case, Contributor the Contributing Indemnitors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor The Contributing Indemnitors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests Assets arising from matters that occurred prior to the applicable Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree RMBI agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributing Indemnitors until all proceeds and benefits, if any, to which RMBI or the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT RMBI may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributing Indemnitors for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributing Indemnitors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Contributing Indemnitors to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributing Indemnitors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributing Indemnitors for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Subject to Section 8.5 and the other provisions of this Article 8, after the Closing, each of the Sellers, severally and not jointly, agrees to indemnify, defend and hold the Buyer, and its officers, directors and/or employees (each a “Buyer Indemnitee” and together the “Buyer Indemnitees”) harmless from any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding punitive, exemplary, special or consequential damages, or any damages measured by lost profits or a multiple of earnings; provided, however, that the foregoing exclusions shall not apply to the extent such damages are asserted by a third party in claims for indemnification with respect to Third Party Claims) (each a “Loss” and, collectively, “Losses”) as a result of or arising out of: (i) the breach of any representation or warranty made by the Company or the Sellers in Article 3 or by the applicable Seller in Article 4 of this Agreement as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers pursuant to this Agreement; (iii) the breach by such Seller of any of its covenants or agreements contained herein that are required to be performed after the Closing Date; or (iv) any Seller Expenses or Funded Indebtedness of the Company outstanding as of the Closing to the extent not paid or satisfied by the Company at or prior to the Closing, Contributor shall or if paid by Buyer at the Closing, in each case, to the extent not taken into account in the determination of the Closing Date Payment Amount pursuant to Section 2.4. (b) Subject to Section 8.5 and the other provisions of this Article 8, after the Closing, the Buyer agrees to indemnify, defend and hold harmless and defend each of the Operating Partnership and the REIT, Sellers and their respective officers, directors, employees, stockholders, partners, agents partners and affiliates members (each of which is an a “Indemnified PartySeller Indemnitee” and collectively together the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “LossesSeller Indemnitees”) asserted against, imposed upon harmless from any Loss as a result of or incurred arising out of (i) the breach of any representation or warranty made by the Indemnified Party, to the extent resulting from any breach Buyer in Article 5 of a representation, warranty or covenant of Contributor contained in this Agreement, or in (ii) any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred breach by the Indemnified Parties Buyer of any of its covenants or agreements contained herein that are required to be performed after the extent resulting from a third-party claim relating Closing Date, and (iii) any breach by the Company of any of its covenants or agreements contained herein that are required to the Contributed Interests arising from matters that occurred prior to be performed after the Closing. (c) With respect to any All indemnification claim by an Indemnified Party pursuant to payments under this Section 3.2, Article 8 shall be adjustments to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid Purchase Price except as otherwise required by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)applicable law.

General Indemnification. (a) From Subject to Section 6.5(c) and Section 6.5(d) and the other limitations set forth herein, Seller shall indemnify the Buyer Indemnified Parties and save and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Indemnified Parties for any and all Losses which any such Buyer Indemnified Party may suffer as a result of, arising from or in connection with any breach or non-fulfillment of any covenant or agreement of Seller under this Agreement to the extent requiring performance after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid matters set forth in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified PartiesSchedule 1.1(a). (b) Contributor Parent, Holdings and Buyer shall also jointly and severally indemnify the Seller Indemnified Parties and save and hold each of them harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon pay on behalf of or incurred by the reimburse such Seller Indemnified Parties to the extent resulting from for any Losses which any such Seller Indemnified Party may suffer as a third-party claim relating to the Contributed Interests result of, arising from matters that occurred prior to or in connection with any breach or non-fulfillment of any covenant of any member of the Buyer Group or the Company under this Agreement requiring performance after the Closing. (c) With Seller shall not be liable to any Buyer Indemnified Party for any Loss pursuant to or arising under this Agreement to the extent that the aggregate amount of all Losses indemnified by Seller exceeds the net proceeds received by Seller hereunder. (d) Notwithstanding anything to the contrary contained herein: (i) Losses in respect of which a Buyer Indemnified Party would otherwise be entitled to indemnification shall be offset by any amounts or benefits received (whether in the form of cash, credit or some other beneficial arrangement) from any third party in respect of such Loss, including in respect of any insurance proceeds, including pursuant to the R&W Insurance Policy (net of any reasonable and documented out-of-pocket expenses incurred in obtaining such recovery, including any deductible under any insurance policy or the retention under the terms of the R&W Insurance Policy) (collectively, the “Third-Party Recovery Proceeds”); and (ii) the Buyer Indemnified Parties shall be deemed not to have suffered any Loss arising from any Liability to the extent such Liability was explicitly included in the determination of Working Capital, Indebtedness or Transaction Expenses, as it is the intent of the Parties that the procedures set forth in Section 2.4 shall provide the sole and exclusive remedy for such claims. (e) To the extent required by applicable Law, each Buyer Indemnified Party and each Seller Indemnified Party shall take reasonable best efforts to mitigate any Loss upon becoming aware of any event, state of facts, circumstances or developments which would reasonably be expected to, or does, give rise thereto. Notwithstanding anything in this Agreement to the contrary, with respect to any indemnification obligation of Seller, if coverage is available, the Buyer Group must first seek full recovery under the R&W Insurance Policy prior to seeking recovery from Seller. (f) Any Person making a claim by an Indemnified Party pursuant to for indemnification under this Section 3.26.5 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing the nature of the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent availablethat an Indemnitor is materially prejudiced thereby. The Parties shall cooperate in good faith to resolve any disputed claim for indemnification. Any Indemnitor shall be entitled to participate in the defense of such Proceeding or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the Operating Partnership limitations set forth below) shall be entitled to assume the control of the defense thereof by providing notice to the Indemnitee within thirty (30) days of receipt of the notice described in the first sentence of this Section 6.5(f) and in connection therewith, by irrevocably acknowledging, admitting and agreeing to fully indemnify the Indemnitee for all Losses relating to such claim for indemnification, subject to the terms of this Section 6.5. If the Indemnitor assumes the defense of such claim for indemnification, it shall appoint counsel that is reasonably acceptable to the Indemnitee (which the Parties hereby agree that K&E is reasonably acceptable counsel to Parent and Winston & Xxxxxx LLP is reasonably acceptable counsel to Seller) to be the lead counsel in connection with such defense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose if the fees and expenses of such separate counsel are borne entirely by the Indemnitee; (ii) Seller shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal Proceeding, (B) the claim primarily seeks an injunction or other equitable relief against a Buyer Indemnified Party, (C) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnitee and the REIT agree Indemnitor, (D) involves any customer or supplier of the Indemnitee or any of their Affiliates and such claim could reasonably be expected to use diligent good faith efforts to pursue materially impair such Indemnitee’s or its Affiliate’s relationship with such customer or supplier, (E) in the circumstances in which Seller is the Indemnitor, has a reasonable likelihood of resulting in Losses that exceed the maximum amount of liability Seller would have under this Section 6.5; and collect any and all available proceeds and benefits (iii) if an Indemnitor shall control the defense of any right to defense under any insurance policy that covers such claim, such Indemnitor shall obtain the matter which is the subject prior written consent of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefitsIndemnitee (which shall not be unreasonably withheld, if any, to which the Operating Partnership conditioned or delayed) before entering into any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedsettlement of a claim; provided, however, subject to the limitations set forth in this Section 6.5, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is for (x) money damages only, (y) includes a full and unconditional release of the Indemnitee from any further Liability in respect of such claim and (z) does not contain any admission of wrongdoing on the part of the Indemnitee. The Indemnitee may take any actions reasonably necessary to defend any third party claim prior to the time it receives notice from the Indemnitor that it will assume the Operating Partnership defense of such claim. If the Indemnitor makes any payments on any claim pursuant to this Section 6.5, the Indemnitor shall be subrogated, to the extent of such payment, to all rights and remedies of the REIT may Indemnitee to any insurance benefits or other claims of the Indemnitee with respect to such claim, including any claims against third parties. (g) For the avoidance of doubt, except in the case of Fraud, the Buyer Indemnified Parties’ sole and exclusive source of recovery for any Losses due to a breach or misrepresentation of any representations of Seller or the Company, in this Agreement or in any certificate or other agreement delivered by Seller or the Company pursuant to this Agreement shall be recovery from the insurance coverage provided by the R&W Insurance Policy, and in no event will any Buyer Indemnified Party make a claim for indemnification pursuant to this Agreement, including this Section 6.5, in respect of any Loss resulting from any breach or misrepresentation of any representation or warranty of Seller or the Company pursuant to this Agreement or any certificate delivered by Seller or the Company pursuant to this Agreement. Subject to the limitations set forth in this Section 6.5, to the extent Seller is liable to any Buyer Indemnified Party for any indemnifiable Loss pursuant to Section 6.5(a), then the Buyer Indemnified Parties shall be required to effect and discharge payment of such indemnifiable Loss within three (3) Business Days after the final, binding determination thereof, at the election of Seller in its sole discretion, Seller may either (i) surrender, for no additional consideration, a number of Seller Holdings Units and Rollover Class B Stock (subject to equitable adjustment for any split, dividend, distribution, combination, reclassification, reorganization, recapitalization or similar) equal to the quotient of (A) the amount of such Loss divided by (B) the Common Stock Price, or (ii) pay, or cause to be paid, by wire transfer of immediately available funds to the Buyer Indemnified Party, the amount of such indemnifiable Loss (after taking into account any recovery under the R&W Insurance Policy); provided, that Seller may elect to pay the amount of such indemnifiable Loss by means of more than one (without duplication) of the foregoing clauses (i) or (ii) and may change its election at any time prior to such payment or surrender. (h) To the extent that any Third-Party Recovery Proceeds are recovered by a Buyer Indemnified Party after the related indemnification payment has been made by Seller pursuant to this Section 6.5 for the same Loss, in order to prevent any recovery of a Loss more than once in respect of the same Losses suffered, such Buyer Indemnified Party shall pay over to Seller, in cash, the amounts of such Third-Party Recovery Proceeds for which indemnification payments have previously been made by Seller, promptly after such Third-Party Recovery Proceeds are actually recovered, but not more than the amount of indemnification payment made by Seller pursuant to this Section 6.5. If permitted under the terms of the R&W Insurance Policy, in lieu of the foregoing, such Buyer Indemnified Party may subrogate or assign its rights to recover under the R&W Insurance Policy to Seller or its designee. (i) Notwithstanding anything in this Agreement to the contrary, for the purposes of this Section 6.5, each representation and warranty in this Agreement and the Schedules shall be read without regard and without giving effect to the terms “material”, “in all material respects”, “Material Adverse Effects” or similar phrases or qualifiers contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty). (j) The representations and warranties of Seller and the Company, and any Buyer Indemnified Party right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of any Buyer Indemnified Party or by reason of the fact that any Buyer Indemnified Party knew, or should have known, that any such representation and warranty was, or might be, inaccurate. (k) Notwithstanding anything in this Agreement to the contrary, Seller hereby agrees that no Seller Indemnified Party will be entitled to seek indemnity, reimbursement or contribution from Parent, Holdings, Buyer or any Atlas Company or any of their respective officers or directors for any indemnity or other obligation for which Seller is liable to any Buyer Indemnified Party under this Agreement. (l) Except in the case of Fraud, the sole and exclusive remedy for any and all claims against Seller arising under, out of, related to or in connection with this Agreement, shall be the remedies provided in Section 3.2 even if an insurance coverage dispute is pending2.4, the rights of indemnification set forth in which casethis Section 6.5 and, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid covenant or agreement, specific performance or other equitable remedies, and no Person will have any other entitlement, remedy or recourse, whether in Contract, tort or otherwise against Seller (other than specific performance, injunction or other equitable relief pursuant to the terms of Section 8.10), it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by either Contributor the Parties to the fullest extent permitted by law (including claims arising under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., as amended). The provisions of this Section 6.5(l) and the limited remedies provided in Section 2.4 and Section 6.5 were specifically bargained for by the benefit Parties and were taken into account by them in arriving at the Enterprise Value and the Rolled Unit Value and the terms and conditions of this Agreement. No Party shall be entitled to a rescission of this Agreement (or any related agreements) or any further indemnification rights or claims of any Indemnified Partynature whatsoever, then all of which are hereby expressly waived by the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up Parties to the amount actually paid fullest extent permitted under applicable Law. (or m) All indemnification payments under this Section 6.5 shall be deemed paid) by Contributor adjustments to the Indemnified Party in connection with such indemnification (it being understood that Final Purchase Price for all costs and expenses incurred purposes, including for income Tax purposes, to the extent permitted by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)applicable Law.

General Indemnification. (a) From Sellers hereby jointly and after the Closing Date, Contributor shall indemnify, severally indemnify and hold harmless and defend the Operating Partnership save Buyer and the REIT, USDT and their respective its officers, directors, employees, stockholders, partners, employees and agents and affiliates (each of which is an “Indemnified Party” and collectively the “"Indemnified Parties”), ") harmless from and against any and all claimsliability, lossesloss, cost, damages, liabilities expenses (including attorney's fees and expensesexpenses and court costs) or deficiency or obligation of, or claim against, USDT or Buyer of every kind, nature and description, absolute or contingent: (i) accrued in respect of, or measured by, or otherwise arising from the income, operations, franchises, properties or assets of USDT, for any period or periods ending on or prior to the Closing Date or existing or outstanding against USDT prior to the Closing Date, or thereafter coming into being or arising by reason of any state of facts existing prior to the Closing Date including, without limitation, claims relating to Taxes, assessments, deficiencies, penalties and interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds except (collectively, “Losses”A) asserted against, imposed upon or incurred by the Indemnified Party, to the extent that the same have been provided for, reflected or reserved against in the Financial Statements, (B) to the extent disclosed in the Disclosure Schedule, and/or (C) to the extent of contractual obligations incurred in the ordinary course of the business of USDT since the date of the May 31, 1999 Financial Statements; (ii) resulting from or relating to any misrepresentation, omission, breach of a representationwarranty, warranty covenant or covenant representation by either of Contributor contained in this Agreement, Seller or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses USDT in connection with the employment of one counsel transactions contemplated hereby; and (iii) all actions, suits, proceedings, assessments, judgments, costs and any necessary local counsel expenses (regardless of including reasonable legal fees) incident to the number of Indemnified Parties)foregoing and including such legal fees, expenses and costs incurred in enforcing this indemnity. (b) Contributor In the event that any legal proceeding shall also indemnify and hold harmless the Indemnified Parties from and be instituted or any claim or demand shall be made against any Indemnified Party in respect of which such Indemnified Party shall have the right to indemnification or payment from the Sellers under this Section 7.1, the party seeking such payment or indemnification will promptly cause written notice thereof to be given to Sellers, provided that failure to give such notice shall not relieve the Sellers of their indemnification obligations, except where, and all Losses asserted against, imposed upon or incurred by the Indemnified Parties solely to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent availablethat, the Operating Partnership failure to notify actually and materially prejudices the REIT agree rights of the Sellers. Sellers shall be entitled to use diligent good faith efforts participate, at Sellers' own expense and by employing counsel selected by them subject to pursue approval by Buyer, in any such legal proceeding or the negotiation and collect any and all available proceeds and benefits settlement of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership such claim or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausteddemand; provided, however, that such participation shall not relieve Sellers from the Operating Partnership obligation to reimburse the Indemnified Parties for their reasonable legal fees and expenses incurred by them in defending against any such proceeding, claim or demand. Sellers and Buyer mutually agree to cooperate fully in the REIT may make a conduct of any such legal proceeding, negotiation or settlement, and any Indemnified Party will not compromise or settle any such proceeding, claim under this Section 3.2 even if or demand without the prior written consent or approval of Sellers, such written consent or approval not to be unreasonably withheld by Sellers. Any Indemnified Party shall not in the defense of any such claim, except with the prior written consent of each Seller affected, consent to entry of any judgment or enter into any settlement which does not include as an insurance coverage dispute is pending, in which case, if unconditional term the release by the claimant or plaintiff of the Indemnified Party later receives insurance proceeds from all further liability in respect of such claim. In the event that any such legal proceeding, claim or demand shall arise out of a transaction or transactions covering or relating to, or arising during, any period or periods wherein Sellers on the one hand, and Buyer on the other hand, shall each be responsible for a portion of such liability or obligation arising therefrom under the terms hereof, then the parties shall, each selecting its own counsel and bearing its own expense for their respective portions of such liability or obligations, defend against or respond to such action, proceeding, claim or demand, and no settlement or compromise may be made without the joint consent or approval of all such parties, such consent or approval not be unreasonably withheld by Sellers. (c) After any final judgment or final award shall have been rendered by a court, arbitration board, or administrative agency, or a settlement shall have been agreed upon, with respect to any Losses paid or by either Contributor for the benefit reason of which any Indemnified PartyParty shall be entitled to be indemnified hereunder, or any item of cost or expense has been incurred with respect to which an Indemnified Party is entitled to be indemnified hereunder, then the Indemnified Party shall reimburse Contributor in an amount equivalent forward to such proceeds in excess Sellers notice of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) sums due and owing by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Sellers under this paragraph with respect to insurance coverage disputes such matter, whereupon, all of the sums so owing by Sellers shall constitute Losses be paid by Contributor for purposes or on behalf of Sellers to Indemnified Parties within thirty (30) days after the date of such notice. (d) In the event that Buyer receives indemnification from Seller pursuant to this Section 3.2(a7.1, such event shall not be deemed to constitute an election by Buyer to rescind this Agreement nor in any manner to affect the title of Buyer to all of the Shares being acquired by Buyer hereunder. (e) hereofThe indemnification provisions contained in this Section 7.1 shall be in addition to, and not in lieu of, any other rights or remedies which Buyer may have at law or in equity under this Agreement or otherwise. (f) Notwithstanding the foregoing indemnification provisions of this Section 7.1, the Seller and Buyer agree that no claims may be brought against Seller under this Section 71. unless and until Buyer's claim or claims against Seller exceed, in the aggregate, the sum of Fifty Thousand Dollars ($50,000.00). (g) The maximum liability of Sellers to Buyer under the foregoing indemnification provision or this Section 7.1 shall not exceed the Escrowed Shares deposited pursuant to the Escrow Agreement dated as of June 30, 1999. In no event shall Xxxxxxx Xxxxx or Xxxxxxxx Xxxxx become personally liable to Avitar, Inc. pursuant to the foregoing indemnification provisions of this Section 7.1. It is expressly understood and agreed that, as provided above in subsection 7.1 (e), the indemnification provisions contained in this Section 7.1 shall be in addition to, and not in lieu of, any other rights or remedies which Buyer may have at law or in equity under this Agreement or otherwise.

General Indemnification. (a) From The Transferor shall indemnify and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Transferor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Transferor contained in the Agreement and including, without limitation, this AgreementExhibit B or any Exhibit, certificate or affidavit, or in any Schedule, Exhibit, certificate or affidavit other document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Partiesthereby). (b) Contributor The Transferor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of all fees and expenses of the extent resulting from a third-party claim relating to Transferor in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Transferor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Transferor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Transferor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.4(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Transferor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Transferor with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Transferor for purposes of this Section 3.2(a) hereof3.2(c)).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the General Partner, the REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Contributor and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an a Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Each of LMC and after the Closing Date, Contributor TNCL shall indemnify, indemnify and hold harmless the other party (and defend the Operating Partnership and the REITits directors, and their respective officers, directors, employees, stockholders, partners, agents employees and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Affiliates) from and against and with respect to, and shall reimburse such party and its directors, officers, employees and Affiliates for, any and all losses, liabilities, obligations, and damages ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, lossesactions, damagessuits, liabilities and expensesproceedings, includingdemands, without limitationjudgments, assessments, fines, interest, penalties, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees, costs of investigation, judicial ' fees and expenses) ("Claims") incident or administrative proceedings relating to or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any untrue representation, breach of a representation, warranty or breach or nonfulfillment of any covenant of Contributor or agreement contained in this Agreement, herein or in any Schedule, Exhibit, certificate or affidavit delivered pursuant hereto by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with party from whom indemnification is claimed (the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties"Indemnifying Party"). (b) Contributor In addition, TNCL shall also indemnify and hold harmless the Indemnified Parties LMC and its directors, officers, employees and Affiliates from and against any and all Losses asserted against, imposed upon or incurred and Claims any of them may incur at any time in connection with any claim by the Indemnified Parties to the extent resulting from a third-any third party claim relating to the Contributed Interests arising beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares by TNCL, NPAL, or any of their respective successors or assigns, or the exercise by any of them of rights under the Gemstar Stockholders Agreement, in each case from matters that occurred prior to and after the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim (i) TNCL shall not have indemnification obligations under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if 10.1(b) to the Indemnified Party later receives insurance proceeds with respect to any extent that such Losses paid by either Contributor for the benefit or Claims arise out of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess breach by LMC or LUVSG of any deductible amount pursuant to representations, covenants or agreements set forth herein or in the Stockholders' Agreement Letter, and (ii) TNCL's indemnification obligations under this Section 3.2(a10.1(b) hereof up to shall not limit the amount actually paid (rights of TNCL or deemed paid) NPAL arising out of any such breach by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)LMC or LUVSG.

General Indemnification. (a) From and after If the transactions contemplated hereby to occur at the Closing Dateare effected and subject to the provisions of Section 11.01(b), Contributor shall indemnifyeach of the Acquiror, hold harmless and defend on the Operating Partnership one hand, and the REITParent, and their respective officerson the other, directorseach hereby agrees (in such capacity, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Indemnifying Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by after the Indemnified PartyClosing, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the other (in such capacity, an “Indemnified Parties from and Party”) against any losses, claims, damages or liabilities (“Losses”) that such Indemnified Party shall actually incur, to the extent that such Losses (or actions, suits or proceedings in respect thereof and all any appeals therefrom (“Proceedings”)): (i) arise out of or result from the untruth or breach of any representation or warranty made herein in Article III, IV or V for the benefit of the Acquiror or in Article VI for the benefit of the Parent; or (ii) arise out of or result from the nonperformance in accordance with its terms of any covenant or agreement made herein for the benefit of the Indemnified Party by the Indemnifying Party; and will reimburse the Indemnified Party for any reasonable legal or other expenses incurred by it in connection with investigating or defending against any such Losses asserted againstor Proceedings. Notwithstanding the foregoing, imposed upon or the Indemnifying Party shall be liable to the Indemnified Party under this Section only for the amount by which Losses incurred by the Indemnified Parties to Party exceed U.S.$ million in the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedaggregate; provided, however, that the amount of such Losses that are subject to indemnification hereunder shall not exceed U.S.$ million in the aggregate for either Indemnified Party; and provided, further, that the Losses incurred by an Indemnified Party shall, for purposes of determining the threshold level thereof in accordance with this sentence and otherwise with respect to the obligations of the Indemnifying Parties hereunder, be offset by (i) the proceeds of any insurance received by the Indemnified Party, directly or indirectly through any Subsidiary or other Operating Partnership Company, with respect thereto and (ii) the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if amount of any income tax benefit actually realized by the Indemnified Party later receives insurance proceeds with respect thereto. (b) Notwithstanding anything to the contrary in this Agreement, the liability of the Parent as an Indemnifying Party under this Agreement shall also be limited as follows: (i) In determining the amount of any Losses paid by either Contributor Loss for the benefit purposes of the calculations to be made pursuant to subsection (a) of this Section 11.02, the untruth or breach of any representation and warranty or the nonperformance of any covenant or agreement that is qualified as to Materiality or Significance, only the excess of any losses, claims, damages or liabilities resulting therefrom over the monetary amount of the limitations set forth in the definitions of those terms shall be included. (ii) Any Losses incurred by an entity partially owned, directly or indirectly, by an Indemnified Party, then Party shall only be deemed to be Losses in the same proportion that the Indemnified Party owns, directly or indirectly, the Equity Securities of such entity. (iii) The Parent shall reimburse Contributor not be liable for any Losses resulting from a breach of any of its representations and warranties under Article V if the substance of the breach was actually known at or prior to the Closing by the Acquiror or its advisors, including its legal advisors but excluding the Senior Management Team; provided, however, that knowledge of the Acquiror’s legal advisors shall be attributed to the Acquiror only to the extent that such knowledge was obtained in an amount equivalent the course of legal representation of the Acquiror by such legal advisor. (iv) The Parent shall not be liable for any Losses resulting from a breach of any of the representations and warranties set forth in Section 5.12 to the extent that the act, omission, event or circumstance giving rise to such proceeds Losses was disclosed in excess the environmental audits and studies and correspondence on environmental matters made available to the Acquiror as described in Section 5.12. (v) The Parent shall not be liable for any Losses resulting from a breach of any deductible amount pursuant to Section 3.2(a) hereof up of the representations and warranties set forth in Articles III, IV or V of this Agreement to the amount actually paid extent that: (A) the liability for such breach occurs or deemed paidis increased as a result of the adoption or imposition of any Law, Regulation, Order or Legal Requirement not in force at the date of this Agreement or as a result of any increase in rates of taxation after the date of this Agreement; or (B) the Losses would not have arisen but for a change in accounting policy or practice of the Acquiror or any member of the Subject Company Group after Closing. (vi) Each of the representations and warranties made by Contributor to the Indemnified Party Parent in connection with such indemnification (it being understood that all costs Article V, other than those in Sections , and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor , shall, for purposes of Section 3.2(a) hereof)the indemnification provisions in this Article XI, be deemed to have been made subject to the Knowledge of the Parent.

General Indemnification. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend Purchaser, the Operating Partnership General Partner, the REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor Seller pursuant thereto. In each case, Contributor Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Seller and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree Purchaser agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor Seller until all proceeds and benefits, if any, to which the Operating Partnership Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership Purchaser and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor Seller for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, 5.2.1 The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership and the REITits respective directors, and their respective officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party as a result of any material breach of a representation, warranty or covenant of the Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear from and after the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Closing Date. (b) 5.2.2 The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of all fees and expenses of the extent resulting from a third-party claim relating to Contributor in connection with the Contributed Interests arising from matters that occurred prior to the Closingtransactions contemplated by this Agreement, except as provided in Section 3.4. (c) 5.2.3 With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.25.2.1, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 5.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof 5.4 up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of this Section 3.2(a) hereof5.2.3). 5.2.4 The Operating Partnership agrees to indemnify against, defend, and hold harmless Contributor and its respective directors, officers, employees, agents, representatives and affiliates (other than the Operating Partnership) (each of which is an “Contributor Indemnified Party”) for, from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”), asserted against, imposed upon or incurred by the Contributor Indemnified Party as a result of (1) any material breach of a representation, warranty or ​ ​ ​ covenant of the Operating Partnership contained in this Agreement, from and after the Closing Date, (2) any Losses incurred during the inspection of the Property by Operating Partnership or any of its agents, representatives, employees, including, without limitation, Losses in the nature any injuries to persons (including death) or property (real or personal), or any mechanics’, workers’ or other liens on the property, by reasons of or relating to the work or activities conducted on the Property by Operating Partnership or any of its agents, representatives, employees, (3) any injuries to persons (including death) or property (real or personal) occurring from and after the Closing.

General Indemnification. (a) From and after the Closing Date, 5.2.1 The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership and the REITits respective directors, and their respective officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all actions, claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this AgreementAgreement from and after the Closing Date. Losses shall not include punitive or consequential damages including, or in any Schedulewithout limitation, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)lost profits. (b) 5.2.2 The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with the extent resulting from a fees and expenses of the Contributor incurred with third-party claim relating to the Contributed Interests arising from matters that occurred parties prior to the ClosingClosing in connection with the transactions contemplated by this Agreement, except as provided in Section 3.4. (c) 5.2.3 With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.25.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 5.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof 5.4 up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of this Section 3.2(a) hereof5.2.3).

General Indemnification. (a) From and after the Closing Date, The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Contributor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this AgreementAgreement from and after the Closing Date (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this Exhibit C ), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor it pursuant thereto. In each case, Contributor shall only bear and pursuant to the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Option Agreement. (b) The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of (i) all fees and expenses of the extent resulting from a third-party claim relating to Contributor in connection with the Contributed Interests arising from matters that occurred prior to the Closingtransactions contemplated by this Agreement; and (ii) any Excluded Liabilities. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Without limitation of any other PWCCW indemnity obligations set forth herein, from and after the Closing Date, Contributor PWCCW shall indemnify, defend and save and hold harmless and defend the Operating Partnership and the REITTrust, and their respective officerspartners, trustees, directors, officers and employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”)of, from and against any and all claimsloss, lossescost, damagesexpense, liabilities damage, claim, and expensesliability, including reasonable attorney's fees and court costs, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom attorney's fees and costs associated with the enforcement of attachment or similar bonds PWCCW's indemnification obligations for all claims brought within one year of such Closing except for any environmental claim which may be made at any time (hereinafter collectively, “"Losses”") asserted againstwhich the Partnership or the Trust may suffer or incur, imposed upon resulting from, relating to, or incurred by the Indemnified Partyarising in whole or in part, to the extent resulting from or out of (i) any misrepresentation or breach of a representation, representation or warranty or covenant of Contributor by PWCCW contained in this Agreement, ; (ii) any failure to fulfill any covenant or agreement of PWCCW contained in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear this Agreement; (iii) all litigation and the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless environmental condition of the number Property hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of Indemnified Parties)or relating to any of the foregoing. (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Promptly after receipt by the Indemnified Parties to Partnership or the extent resulting from Trust of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a third-party claim relating to "Third Party Action") or promptly after the Contributed Interests arising from matters that occurred prior to Partnership or the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to Trust incurs a Loss or has knowledge of the extent availableexistence of a Loss, the Operating Partnership and or the REIT agree Trust, as the case may be, will, if a claim with respect thereto is to use diligent good faith efforts be made against PWCCW due to pursue and collect any and all available proceeds and benefits PWCCW's obligation to provide indemnification hereunder, give PWCCW written notice of such Loss or the commencement of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Third Party is entitled pursuant to such insurance policy have been exhaustedAction; provided, however, that the Operating failure to provide such notice within a reasonable period of time shall not relieve PWCCW of any of its obligations hereunder. Promptly after receiving such notice, PWCCW will, upon notice to the Partnership or the Trust, as the case may be, have the right to assume and control the REIT defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by PWCCW that PWCCW shall agree in writing that the Loss, or Third Party Action, as the case may make be, is properly within the scope of the indemnification obligation and that as between the parties, PWCCW shall be responsible to satisfy and discharge such Third Party Action. PWCCW shall not enter into any resolution or other compromise of a claim Third Party Action without obtaining the complete release of the Partnership or the Trust, as appropriate, for any liability to all claimants under this Section 3.2 even or pursuant to such Third Party Action. The Partnership or the Trust, as the case may be, shall have the right to participate in any such defense, contest or other protective action at its own cost and expense. (c) Notwithstanding the foregoing, the Partnership or the Trust, as the case may be, shall have the right to assume and control the defense and settlement of a Third Party Action (a) if an insurance coverage dispute is pendingsuch action includes claims for equitable relief which, if determined adversely to the Partnership or the Trust, as the case may be, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if PWCCW fails to do so in a timely manner. In any circumstances in which casethe Partnership or the Trust, as the case may be, undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of PWCCW provided that such written consent may not be withheld if it would interfere with the Indemnified Partnership's or the Trust's, as the case may be, business operation and (ii) keep PWCCW informed on an ongoing basis of the status of such Third Party later receives insurance proceeds with respect Action and shall deliver to any Losses paid by either Contributor for the benefit PWCCW, copies of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up all documents related to the amount actually paid (Third Party Action reasonably requested by PWCCW. The Partnership or deemed paid) by Contributor the Trust, as the case may be, shall act to the Indemnified Party in connection with such indemnification (it being understood assure that all costs attorneys' fees and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)in connection therewith are reasonable.

General Indemnification. (a) From Each of LMC and after the Closing Date, Contributor TNCL shall indemnify, indemnify and hold harmless the other party (and defend the Operating Partnership and the REITits directors, and their respective officers, directors, employees, stockholders, partners, agents employees and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Affiliates) from and against and with respect to, and shall reimburse such party and its directors, officers, employees and Affiliates for, any and all losses, liabilities, obligations, and damages ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, lossesactions, damagessuits, liabilities and expensesproceedings, includingdemands, without limitationjudgments, assessments, fines, interest, penalties, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees, costs of investigation, judicial ' fees and expenses) ("Claims") incident or administrative proceedings relating to or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any untrue representation, breach of a representation, warranty or breach or nonfulfillment of any covenant of Contributor or agreement contained in this Agreement, herein or in any Schedule, Exhibit, certificate or affidavit delivered pursuant hereto by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with party from whom indemnification is claimed (the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties"Indemnifying Party"). (b) Contributor In addition, TNCL shall also indemnify and hold harmless the Indemnified Parties LMC and its directors, officers, employees and Affiliates from and against any and all Losses asserted against, imposed upon or incurred and Claims any of them may incur at any time in connection with any claim by the Indemnified Parties to the extent resulting from a third-any third party claim relating to the Contributed Interests arising beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares by TNCL, NPAL, or any of their respective successors or assigns, or the exercise by any of them of rights under the Gemstar Stockholders Agreement, in each case from matters that occurred prior to and after the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim that(i) TNCL shall not have indemnification obligations under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if 10.1(b) to the Indemnified Party later receives insurance proceeds with respect to any extent that such Losses paid by either Contributor for the benefit or Claims arise out of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess breach by LMC or LUVSG of any deductible amount pursuant to representations, covenants or agreements set forth herein or in the Stockholders' Agreement Letter, and (ii) TNCL's indemnification obligations under this Section 3.2(a10.1(b) hereof up to shall not limit the amount actually paid (rights of TNCL or deemed paid) NPAL arising out of any such breach by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)LMC or LUVSG.

General Indemnification. (a) From and after the Closing Date, Contributor shall the Contributors, severally, agree to indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of such Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by such Contributor pursuant thereto. In each case, the applicable Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall The Contributors, severally, also agree to indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from any Contributor until all proceeds and benefits, if any, to which the Operating Partnership REIT or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either any Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the applicable Contributor(s) in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor such Contributor(s) to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor such Contributor(s) with respect to insurance coverage disputes shall constitute Losses paid by Contributor such Contributor(s) for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, and not jointly and severally (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributors contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributors pursuant thereto. In each case, Contributor the Contributors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also also, severally, and not jointly and severally (as determined above), indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior (i) such Contributor’s failure to timely pay any fees and expenses of such Contributor for which it is responsible pursuant to this Agreement in connection with the Closingtransactions contemplated by this Agreement and (ii) any Excluded Liabilities of such Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from either Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by such Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributors for purposes of Section 3.2(a) hereof)).