Common use of General Indemnity Clause in Contracts

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall (a) The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless DTIDCL, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “DTIDCL Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, suitsdemands and, demandsthird party claims for loss, claims damage, cost and expense of any whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use any breach by the Concessionaire of its obligations under this Agreement or any user related agreement or defect or deficiency in the provision of services by the Concessionaire that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach of this Agreement on the part of DTIDCL Indemnified Persons. (b) DTIDCL will, indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, third party claims for loss, damage, cost and expense of whatever kind and nature arising out of (i) defect in title and/or the rights of DTIDCL in the land comprised in the Project Site(s) adversely affecting the performance of the proceeds of the Loans or otherwise, the falsity Concessionaire’s obligations under this Agreement (ii) breach by DTIDCL of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, , save' and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. Borrower agrees upon demand Contractor shall, to pay or reimburse Lender for all liabilitiesthe extent permitted by law, obligations and out-of-pocket expensesindemnify, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsdefend, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lendersave harmless Owner, and each of its Owner’s parent entities, subsidiaries and affiliates and their respective successors, assigns, agents, attorneysshareholders, officers, directors, equity holdersmembers, servantsmanagers, agents employees, agents, successors, assigns and employees invitees (each an “Owner’s Indemnified PersonPersons”) harmless from and against any and all claims, demands, or suits of any kind or nature whatsoever which may be threatened or brought against them (individually or jointly) or in which they may be named a party defendant, in any way arising out of or incident to the performance of this Agreement or in any way arising out of the use by Contractor of common operational areas or common areas of ingress or egress to operating areas regardless of whether such claims, demands or suits are occasioned by the negligence of Owner or Owner’s Indemnified Persons. Provided, however, that Contractor shall not be held responsible for claims or suits attributable to the sole negligence of Owner or Owner’s Indemnified Persons. Contractor further agrees to defend, indemnify and hold harmless Owner and Owner’s Indemnified Persons of and from any and all liabilities, lossesdamages, damagesclaims, demands, actions, suitsorders, demandscauses of action, claims proceedings, fines, penalties, taxes, costs and expenses (including without limitation reasonable attorneys’ and accountants’ fees) of any kind and nature (including claims relating to environmental dischargecollectively, cleanup or compliance), all costs and expenses whatsoever to the extent they “Damages”) that may be suffered or incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)them, or bodily injury to or death any of any person (including any agent or employee of Borrower) (eachthem, a “Claim”), directly or indirectly relating to resulting from or arising out of the use of the proceeds of the Loans any misrepresentation, breach or otherwise, the falsity nonfulfillment of any representation covenant, agreement or warranty obligation of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim Contractor contained in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. The Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection hereby covenants with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, Agent and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents Lender that it shall at all times hereafter keep the Agent and employees (each an “Indemnified Person”) such Lender indemnified and held harmless from and against all liabilitiessuits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, damagesliabilities, damages and expenses (including all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any way relating to, arising out of, or incidental to (a) any provision of the Loan Documents, (b) any Environmental Laws applying to the Agent or such Lender as a result of it being a party to or performing its obligations under any Loan Document or (c) any default by the Borrower under any provision of any of the Loan Documents. If and for so long as no Event of Default has occurred and is continuing, the Borrower, at its option, shall be entitled to conduct the defence of such suit, action or proceeding with the participation of the Agent or such Lender should they so desire. If the defence of any such suit, action or proceeding is not being conducted in a proper or diligent manner by the Borrower, the Agent or such Lender shall on notice to the Borrower (and for the account of the Borrower) be entitled to take over the conduct of the defence of such suit, action or proceeding with the participation of the Borrower should it so desire. This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender and shall survive the termination of this Agreement but shall not apply to any suits, actions, suitsproceedings, demandsjudgments, demands or claims of any kind and nature (including claims relating to environmental dischargeor costs, cleanup or compliance)losses, all costs liabilities, damages and expenses whatsoever resulting from or attributable to the extent they may be incurred willful misconduct or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out gross negligence of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement Agent or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement Lender or any Landlord Agreement; providedofficers, howeverdirectors, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respectiveemployees, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle shareholders or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldassignees thereof.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower 21.1.1 The Supplier shall indemnify, reimburse defend, save and hold Lenderharmless the Aggregator and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Aggregator owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Aggregator Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Supplier of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services to the Aggregator or sale by the Supplier to any Buyer or from any negligence of the Supplier under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Aggregator Indemnified Persons. 21.1.2 The Aggregator shall indemnify, defend, save and hold harmless the Supplier against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of breach by the use of the proceeds of the Loans or otherwise, the falsity Aggregator of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Supplier of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Supplier, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Supplier.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconductmisconduct or any Claim arising from (i) Lender’s disposition of any Collateral which was still a work-in-process at the time Lender took control of such Collateral, or (ii) any Collateral altered after Lender took control of such Collateral. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld; provided, that Borrower may settle Claims which require the payment of monetary damages only, without Lender’s consent, so long as Borrower obtains a general release of all claims against Lender.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesThe Company will indemnify and hold harmless the Indemnitee and the respective heirs, obligations executors, administrators and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification other legal representatives of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and Indemnitee (each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an which is included in any reference hereinafter made to the “Indemnified PersonIndemnitee”) harmless against and from and against all liabilities, losses, damages, actionscosts, suitsfees, demandscharges, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)disbursements, fines, penalties and expenses whatsoever regardless of when they arose and howsoever arising (including, without limiting the generality of the foregoing, all fees, charges and other charges disbursements for the services of any applicable Governmental Authority)experts, licensing fees relating all legal fees, charges and disbursements on an as between a solicitor and his own client basis and any amount paid to settle any item of Collateral, damage to actions or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of satisfy any person (including any agent or employee of Borrowerjudgments) (each, a “Claim”), directly or indirectly relating to or arising out any and all of the use foregoing being hereinafter referred to as “Liabilities”) which the Indemnitee may sustain, pay or incur as a result of the proceeds or in connection with any manner of the Loans action, suit, proceeding, claim, demand, order or investigation (whether civil, criminal, administrative or otherwise, including, without limiting the falsity generality of the foregoing, any and all appeals and whether made by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau, agency or instrumentality including the Crown in any of its capacities) (any and all of the foregoing being hereinafter referred to as an “Action”) to which the Indemnitee is made or threatened to be made a party for or in respect to any act done or step taken or alleged to have been done or taken, or not done or taken or alleged not to have been done or taken, in the course of or arising from carrying out or conducting the Indemnitee’s duties as, or the fact that the Indemnitee is or was, a director or officer of the Company or a director or officer of any representation or warranty affiliate of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldCompany.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower 20.1.1 The Aggregator shall indemnify, reimburse defend, save and hold Lenderharmless the Utility and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Utility owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Utility Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Aggregator of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services to the Utility or sale by the Aggregator to any Buyer or from any negligence of the Aggregator under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Utility Indemnified Persons. 20.1.2 The Utility shall indemnify, defend, save and hold harmless the Aggregator against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of breach by the use of the proceeds of the Loans or otherwise, the falsity Utility of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Aggregator of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Aggregator, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Aggregator.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.,

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, . Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.Such

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents24.1.1. Borrower shall The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the Authority and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) harmless from or any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Authority Indemnified Persons. 24.1.2. The Authority will indemnify, defend, save and hold harmless the Concessionaire against defect in title and/or the rights of the Concessionaire in the land comprised in the Site, and/or any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of breach by the use of the proceeds of the Loans or otherwise, the falsity Authority of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesTo the maximum extent permitted by applicable law, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower Contractor shall indemnify, reimburse defend (with counsel reasonably acceptable to the Indemnified Entities (as hereinafter defined)) and hold Lendersave harmless ACTA, POLA, POLB, and each of its UP, BNSF and PHL, and each of them, and their respective successors, assigns, agents, attorneys, officers, directors, equity holdersemployees, servantscommissioners, agents agents, successors and employees assigns (each an individually “Indemnified PersonEntity” and collectively, the “Indemnified Entities”) harmless , but excluding from such persons Contractor and the respective agents, contractors and Subcontractors of Contractor), from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever Losses to the extent that they may be incurred result from any act or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges omission of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to Contractor or loss of use of property (including consequential its affiliates or special damages to third parties or damages to Borrower’s property)subsidiaries, or bodily their respective employees, agents, representatives, contractors, Subcontractors, invitees or licensees, during the term hereof, including Losses for (a) personal injury to or death of any person (or damage to property, including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity property of any representation other person or warranty entity, which may result from the Services or equipment of Borrower Contractor or Borrower’s failure to comply with its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors or invitees, (b) a breach of the terms of this Agreement or of any other Loan Document. The foregoing indemnity shall coverlaw, without limitationordinance or regulation, (i) or a failure by Contractor to obtain or maintain in effect any Claim in connection with a design license, permit, approval, franchise or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased governmental approval required by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortlaw, or (vc) any Claim asserted as the activities during the term hereof of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors, invitees or equipment, on or around the Maintained Facilities or elsewhere. Notwithstanding anything in this Agreement to or arising the contrary, Contractor shall have no obligation to defend and indemnify the Indemnified Entities for their sole negligence. The indemnification provided under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower this Section 16.1 shall not indemnify Lender for be limited by the waiver of Consequential Damages set forth in Section 15.2.2. Nothing in this Article 16 shall relieve ACTA or Contractor of any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination for breach of this Agreement. Upon Lender’s written demandFurther, Borrower nothing in this Article 16 shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each be construed to relieve any insurer of its members, partners, and each obligation to pay claims consistent with the provisions of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withhelda valid insurance policy.

General Indemnity. Borrower agrees upon demand to pay or reimburse Collateral Agent and Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Collateral Agent and Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Collateral Agent, Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, tort or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Collateral Agent’s or Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Collateral Agent and Lender, each of its their members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Collateral Agent or Lender without first obtaining Collateral Agent’s or Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Lenders’ Expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s Lenders’ written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of each Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender Lenders without first obtaining Lender’s Lenders’ written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower 15.1 Service Provider agrees upon demand to pay or reimburse Lender for and hereby keeps the Bank indemnified against all liabilitiesclaims, obligations and out-of-pocket actions, loss, damages, costs, expenses, charges, including Lenderlegal expenses (Attorney, Advocates fees included) which the Bank may suffer or incur on account of (i) Services Provider’s Expenses breach of its warranties, covenants, responsibilities or obligations; or (ii) breach of confidentiality obligations mentioned in this Agreement; or (iii) any willful misconduct and reasonable fees gross negligent acts on the part of employees, agents, representatives or sub- contractors (if allowed) of Service Provider. Service Provider agrees to make good the loss suffered by the Bank. 15.2 Subject to clause 15.2.1 and 15.2.2 of this Agreement, Service Provider, at its own expenses without any limitation, indemnify and keep fully and effectively indemnified the Bank against all costs, claims, damages, demands, expenses and liabilities of counsel for Lender from time to time whatsoever nature arising out of or in connection with all claims of infringement of Intellectual Property Rights, including patent, trade mark, copyright, trade secrets or industrial design rights of any third party arising from the enforcement Services or collection use of sums due software/product under the Loan Documents, and this Agreement. 15.2.1 The Bank will give (a) notice to Service Provider of any such claim without delay/provide reasonable assistance to Service Provider in connection with any amendment or modification disposing of the Loan Documents claim; (b) sole authority to defend and settle such claim and; (c) will at no time admit to any liability for or express any “work-out” in connection intent to settle the claim provided that (i) Service Provider shall not partially settle any such claim without the written consent of the Bank, unless such settlement releases the Bank fully from such claim; (ii) Service Provider shall promptly provide the Bank with copies of all pleadings or similar documents relating to any such claim; (iii) Service Provider shall consult with the Loan Documents. Borrower Bank with respect to the defense and settlement of any such claim; and (iv) in any litigation to which the Bank is also a party, the Bank shall indemnify, reimburse and hold Lender, and each be entitled to be separately represented at its own expenses by counsel of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, own selection. 15.2.2 Service Provider shall have no obligations with respect to any infringement claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred that the infringement claim arises or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, results from: (i) any Service Provider’s compliance with the Bank’s specific technical designs or instructions (except where Service Provider knew or should have known that such compliance was likely to result in an Infringement Claim in connection with a design and Service Provider did not inform the Bank of the same); or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement unauthorized modification or alteration of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or product by the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldBank.

General Indemnity. Borrower (a) Lessee shall indemnify Lessor and any Assignee (as hereinafter defined), and their respective agents and servants, against, and agrees upon demand to pay or reimburse Lender for defend, protect, save and keep them harmless from, any and all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesobligations, losses, damages, penalties, claims, actions, suits, demandscosts, claims expenses and disbursements, including attorneys' fees and expenses and costs for customs, completion, performance and appeal bonds, of any whatsoever kind and nature (including claims relating to environmental dischargeincluding, cleanup without limitation, for negligence, tort liability, damages by reason of strict or complianceabsolute liability, punitive damages, and indirect and consequential damages, but excluding any such amounts imposed or incurred as a result of Lessor's gross negligence or willful misconduct), all costs and expenses whatsoever to the extent they may be imposed on or incurred by or suffered by such Indemnified Person assessed against Lessor and/or any Assignee, in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) the failure of Lessee to provide or obtain any Claim in connection with a design certificates, documents, consents, authorizations, clearances, licenses, permits or instruments required hereunder or under any of the other defect (latent Transactional Documents, or patent) in any item of equipment or product included in the Collateral, (ii) the ordering, construction, installation, delivery, testing, ownership, lease, possession, use, maintenance, operation, control, movement, import, export, shipment, condition, or return of the Equipment (including but not limited to latent and other defects, whether or not discoverable by Lessor or Lessee, and any Claim claim for infringement of any patent, trademark, copyright, trademark software or other intellectual property right, (iiiinfringement) any Claim resulting from until such time as the presence on or under or Equipment shall have been returned to Lessor pursuant to the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination provisions of this Agreement. Upon Lender’s written demandLease or until the Equipment shall have been purchased by Lessee pursuant to any purchase option provisions of this Lease. (b) The obligations of Lessee under this Section shall survive the payment of all known obligations under and any expiration, Borrower shall assume and diligently conducttermination, at its sole cost and expense, the entire defense rescission or cancellation of Lender, each of its members, partnersthis Lease, and each are expressly made for the benefit of their respectiveand shall be enforceable by Lessor, agents, employees, directors, officers, equity holders, its successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAssignee.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall 26.1.1 The Operator will indemnify, reimburse defend, save and hold Lender, harmless the Authority and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Operator of any of its obligations under this Contract or any related Contract or on account of any defect or deficiency in the provision of services by the Operator to any person or from any negligence of the Operator under this Contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Contract on the part of the Authority Indemnified Persons; 26.1.2 The Authority will indemnify, defend, save and hold harmless the Operator against any and all suits, proceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim defect in connection with a design or other defect (latent or patent) in any item title and/or the rights of equipment or product included the Authority in the Collateralland comprised in the Project Facilities, and/or (ii) any Claim for infringement breach by the Authority of any patentof its obligations under this Contract or any related Contract, copyrightwhich materially and adversely affect the performance by the Operator of its obligations under this Contract, trademark save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or other intellectual property rightomission, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release breach of any Hazardous Materials of its obligations under any provision of this Contract or any related Contract and/or breach of its statutory duty on the premises ownedpart of the Operator, occupied its subsidiaries, affiliates, sub-contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.the Operator

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Collateral Agent and Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender Collateral Agent and Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderCollateral Agent and Lenders, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Collateral Agent or any Lender for any liability incurred by Collateral Agent or any Lender as a direct and sole result of Collateral Agent or any Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Collateral Agent’s or any Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderCollateral Agent and Lenders, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Collateral Agent or any Lender without first obtaining Collateral Agent’s or such Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsthis Note, and in connection with any amendment or modification of the Loan Documents such documents or any “work-out” in connection with the Loan Documentssuch documents. Borrower shall indemnify, reimburse and hold Lender, Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authoritygovernmental authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan DocumentNote. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Lawenvironmental law, or (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this AgreementNote. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities3.4.1 The Lessee shall indemnify and keep indemnified and otherwise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to property or loss of use life of property any person (including consequential or special damages to third parties or damages to Borrower’s property), or bodily labour employed for the execution of the Project) including injury to or death of any person (including and/or loss or damage caused or suffered by the NRDA or to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Lessee or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub-contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Lessee's use and occupation of NRDA's Project Land and/or construction, operation and maintenance of the Project The Lessee shall indemnify, defend and hold the Authority harmless against any and all proceedings, actions and Third Party claims arising out of a breach by Lessee and its contractors, sub-contractors, agents, employees and Users of the Project Facility etc. of any of its obligations under this Agreement except to the extent that any such claim has arisen due to breach by the Authority of any of its obligations under this Agreement. The Authority shall, indemnify, defend and hold harmless the Lessee against any and all proceedings, actions, Third Party claims for loss, damage and expense of whatever kind and nature arising out of breach by the Authority, its officers, servants and agents of any obligations of the Authority under this Agreement except to the extent that any such claim has arisen due to breach by the Lessee of any of its obligations under this Agreement. 3.4.2 limiting the generality of Article 3.4.1 , the Lessee shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Lessee to comply with applicable Laws and Approvals, Applicable Permits (b) payments of taxes relating to the Lessee, Lessees, suppliers and representatives, income or other taxes required to be Paid by the Lessee without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractors which are payable by the Lessee or any of its Contractors (d) non-payment of amounts xxx.xx its employees, labour, Contractors, sub-contractor engaged/employed by it, 3.4.3 Without limiting the generality of the provisions of this Article 3.4.1, the Lessee shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Lessee or by the Lessee's Lessees in performing the Lessee's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Lessee shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseLessee is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductLessee shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 3.4.4 In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, an indemnity under this Article 3.4 ("Indemnified Party") it shall notify the Lessee ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent shall such approval not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved (including reasonable Attorney’s fees) to its reasonable satisfaction.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsDebtor hereby assumes liability for, and in connection with does hereby agree, whether or not any amendment or modification of the Loan Documents transactions contemplated hereby, by the Security Instruments or any “work-out” in connection with the Loan Documents. Borrower shall Notes are consummated, to indemnify, reimburse protect, save, defend and hold Lender, harmless Secured Party and each of its respective officers, directors, stockholders, successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees servants (for purposes of this Article VI, each an “Indemnified Person”of the foregoing may be referred to individually as a "Beneficiary") harmless from and against any and all obligations, fees, liabilities, losses, damages, penalties, claims, demands, actions, suits, demandsjudgments, claims costs and expenses, including, without limitation, reasonable legal fees and expenses, of any every kind and nature (including claims relating to environmental dischargewhatsoever imposed on, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)by, or bodily injury to or death of asserted against any person (including Beneficiary, in any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising out of (a) the use of the proceeds of the Loans manufacture, construction, ordering, purchase, acceptance or otherwiserejection, the falsity financing, ownership, titling or retitling, registration or re-registration, acceptance, leasing, subleasing, possession, use, operation, maintenance, storage, removal, sale, delivery or other disposition of any representation or warranty item of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverEquipment, including, without limitation, any of such as may arise from (i) loss or damage to any Claim in connection with a design property or other defect death or injury to any person, (ii) patent or latent or patent) defects in any item of equipment Equipment (whether or product included in the Collateral, (ii) not discoverable by Debtor or any Claim for infringement of any patent, copyright, trademark or other intellectual property rightBeneficiary), (iii) any Claim resulting from the presence claims based on strict liability in tort or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Lawotherwise, (iv) any Claim for negligence claims based on patent, trademark or strict or absolute liability in tort, or copyright infringement and (v) any Claim asserted as to or claims based on liability arising under the applicable environmental or noise or pollution control law or regulation or (b) any Account Control Agreement failure on the part of Debtor to perform or comply with any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for of the terms of the Security Instruments or the Notes or (c) any liability incurred by Lender as a direct and sole result of Lender’s gross negligence Security Instrument or willful misconductthe Notes. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent Debtor shall not be unreasonably withheldrequired to indemnify any Beneficiary for any claims resulting from acts which would constitute the willful misconduct or gross negligence of such Beneficiary. Debtor shall give Secured Party prompt notice of any occurrence, event or condition known to Debtor as a consequence of which any Beneficiary is or is reasonably likely to be entitled to indemnification hereunder. Debtor shall promptly upon demand of any such Beneficiary reimburse such Beneficiary for amounts expended by it in connection with any of the foregoing or pay such amounts directly. Debtor shall be subrogated to a Beneficiary's rights in any matter with respect to which Debtor has actually reimbursed such Beneficiary for amounts expended by it or has actually paid such amounts directly pursuant to this Section 6.1. In case any action, suit or Proceeding is brought against any Beneficiary in connection with any claim indemnified against hereunder, such Beneficiary will, after receipt of notice of the commencement of such action, suit or Proceeding, notify Debtor thereof, enclosing a copy of all papers served upon such Beneficiary. Debtor may, and upon any Beneficiary's request will, at Debtor's expense, resist and defend such action, suit or Proceeding, or cause the same to be resisted or defended by counsel selected by Debtor and reasonably satisfactory to such Beneficiary and in the event of any failure by Debtor to do so, Debtor shall pay all costs, fees and expenses (including, without limitation, reasonable attorney's fees and expenses) incurred by such Beneficiary in connection with such action, suit or Proceeding.

General Indemnity. Borrower agrees upon demand to pay Tenant shall hold City harmless against any and all liability, loss, damage or reimburse Lender for all liabilitiesexpense, obligations and out-of-pocket expensesclaims, including Lender’s Expenses and reasonable fees and expenses suits or causes of counsel for Lender from time to time action arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims out of any kind event occurring during the Demised Term and nature (including claims relating to environmental dischargeany orders, cleanup decrees or compliance), all costs and expenses whatsoever to the extent they judgments which may be incurred entered therein, brought for damages or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of alleged damages resulting from any applicable Governmental Authority), licensing fees relating injury to any item of Collateralperson, damage to property, or from loss of use of property (including consequential life sustained in or special damages to third parties or damages to Borrower’s property)about the Leased Premises and the buildings and improvements forming a part thereof, or bodily injury to in or death upon die Ohio River or any of its tributaries or its or their shorelines (the “River”) in front of or appurtenant thereto, or in, on or about the Riverboat, by any person or persons whatever except in the case of any person (including any agent or employee such cause of Borrower) (each, a “Claim”), directly or indirectly relating to or action arising out of the use sole negligence of the proceeds City. It is the intention and agreement that City shall not be liable for any personal injuries or damage to Tenant or its Guarantor, or the trustees, partners, beneficiaries, shareholders, officers, agents or employees of Tenant or Guarantor, or any occupant of any part of the Loans Leased Premises, or otherwisefor any injury or damage to any goods, wares, merchandise, fixtures, equipment or property of Tenant or of any occupant of any part of said Leased Premises irrespective of how the same may be caused, whether from action of the elements or acts of negligence of the owners or occupants of any adjacent properties except in the case of any such cause of action arising out of the sole negligence of the City. Tenant shall and will indemnify and save harmless City of and from any and all liability, loss, damage or expense (including legal expenses and court costs), causes of action, suits, claims and judgments, (provided such action, suit or claim is not fully covered by insurance), arising from injury to persons or damage to property of any and every nature and for any matter or thing alleged to arise out of Tenant’s activity or lack thereof occurring in, on or about the Leased Premises or any part thereof or any building thereon, the falsity River adjacent thereto or the Riverboat without regard to the nature or cause of such injury or damage except for any representation such cause of action, suit, claim or warranty judgment arising out of Borrower the sole negligence of the City or Borrower’s failure to comply with the terms its agents or employees. The obligations of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding survive the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower Lease and shall assume and diligently conduct, at its sole cost and expense, continue in effect with respect to any event occurring during the entire defense Demised Term or any period of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldcontinued occupancy by Tenant thereafter.

General Indemnity. Borrower agrees upon demand to pay or reimburse Collateral Agent and each Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Lenders’ Expenses and reasonable fees and expenses of counsel for Collateral Agent and each Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Collateral Agent, each Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, tort or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Collateral Agent’s or a Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderCollateral Agent and Lenders, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Collateral Agent or any Lender without first obtaining Collateral Agent’s or such Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities(a) Except as set forth in Section 7.2, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsOperator hereby irrevocably indemnifies, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse agrees to defend and hold Lenderharmless Owner, its Affiliates and subcontractors, and each of its and their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, employees and agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesany claims, lossesdemands, damages, actionsliabilities, interest, attorneys’ fees, costs (including settlement costs) and expenses for bodily injury, property damage or fines or penalties from violation of applicable Laws or Governmental Requirements (“Claims and Damages”), arising from third-party claims, demands, suits, demandscauses of action, claims of any kind and nature (including claims relating to environmental dischargeproceedings, cleanup investigations, judgments or compliance), all costs and expenses whatsoever liabilities to the extent they may be incurred or suffered caused by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms breach by Operator of this Agreement (including the failure to handle properly Hazardous Materials pursuant to Section 3.11) or any negligent acts or omissions or willful misconduct (done with an intent to harm) of Operator or its Affiliates, employees, agents or Subcontractors (other Loan Document. The foregoing indemnity shall cover, without limitation, (ithan Owner’s subcontractors) any Claim or anyone acting under Operator’s direction or control or on Operator’s behalf in connection with a design or other defect incident to the performance of this Agreement. Operator’s total liability under the above indemnity with respect to the term of this Agreement shall be subject to the limitation of liability set forth in Section 7.4. (latent b) Owner hereby irrevocably indemnifies, and agrees to defend and hold harmless Operator, its Affiliates and Subcontractors, and its and their respective officers, directors, employees and agents from and against Claims and Damages, arising from third party claims, demands, suits, causes of action, proceedings, investigations, judgments or patent) in any item of equipment liabilities to the extent caused by or product included in the Collateral, (ii) any Claim for infringement arising out of any patentbreach by Owner of this Agreement, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release existence of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted Site at the commencement of this Agreement or arising under any Environmental Law, thereafter (iv) any Claim for other than as a result of Operator’s negligence or strict or absolute liability in tort, or (vbreach of this Agreement) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence negligent acts or omissions or willful misconduct. Such indemnities misconduct of Owner or its Affiliates, employees, agents or subcontractors (other than Operator and its Subcontractors) or anyone acting under Owner’s direction or control or on Owner’s behalf (which in no event shall continue include Operator) in full force and effect, notwithstanding connection with or incident to the expiration or termination performance of this Agreement. Upon Lender’s written demandOwner further agrees that, Borrower if any former Duke Energy employee hired by Operator in accordance with Section 6.9 of that certain Purchase and Sale Agreement dated May 3, 2004, asserts any claim for which Duke Energy has agreed to indemnify Owner pursuant to the Purchase and Sale Agreement, Owner shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns assert such claims for indemnity against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldDuke Energy.

General Indemnity. Borrower Except as set forth in Article 15.2, Lessee agrees upon demand to pay or reimburse indemnify and hold harmless each of Lessor and Lessor’s Lender for and their respective successors, permitted assigns, shareholders, members, beneficial interest owners, subsidiaries, affiliates, trustees, directors, officers, duly appointed agents, servants, employees and designated representatives (individually an “Indemnitee” and collectively “Indemnitees”) from any and all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesobligations, losses, damagesdamages and prejudices, penalties, claims, actions, suits, demandscosts, claims disbursements and expenses (including legal fees, costs and related expenses) of any every kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs collectively “Damages and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “ClaimPrejudices”), directly which are imposed on, incurred by or indirectly relating to asserted against any Indemnitee and which are in any way related to, based on or arising arise out of the use any of the proceeds following: (a) this Lease or the transactions contemplated hereby; (b) the operation, possession, use, non-use, control, leasing, subleasing, maintenance, storage, overhaul, testing or inspections of the Loans or otherwiseAircraft, any Engine, the falsity of APU or any representation Part (whether by Lessee, any sublessee or warranty of Borrower any other Person) during the Lease Term and until the Termination Date (including the acceptance flights at return), whether or Borrower’s failure to comply not the same is in compliance with the terms of this Agreement Lease, including without limitation claims for death, personal injury, property damage, other loss or harm to any Person and claims relating to any Laws, including without limitation environmental control, noise and pollution laws, rules or regulations; (c) the manufacture, design, acceptance by Lessee or any sublessee, rejection by Lessee or any sublessee, delivery to Lessee or any sublessee, return by Lessee or any sublessee, sale arising as the direct consequence of an Event of Default, import by Lessee or any sublessee, export by Lessee or any sublessee, condition, repair, Modification, servicing, enforcement of warranties whether in Lessor’s or Lessee’s name, customer, product support, information or training provided by Manufacturer and other Loan Documentvendors, airworthiness, registration, re-registration, performance, sublease, merchantability, fitness for use, substitution or replacement of the Aircraft, an Engine, the APU or any Part under this Lease or other transfer of use or possession of the Aircraft, an Engine, the APU or any Part prior to the Termination Date, including without limitation latent and other defects, whether or not discoverable and patent, trademark or copyright infringement; (d) the prevention or attempt to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of the Aircraft; or (e) without duplication of amounts recovered under Article 23 hereof, as a consequence of any Default or Event of Default by Lessee or any Sublessee. The foregoing indemnity shall coverby Lessee is intended to include and cover any Damages and Prejudices to which an Indemnitee may be subject (in contract, without limitationtort, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on strict liability or under any other theory) regardless of the negligence, active or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement passive or any Landlord Agreement; providedother type, howeverof such Indemnitee, Borrower shall so long as such Damages and Prejudices does not indemnify Lender for fall within any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue the exceptions listed in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldArticle 15.2.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Loan DocumentsShare Exchange Agreement, and in connection with any amendment or modification of the Loan Documents such documents or any “work-out” in connection with the Loan Documentssuch documents. Borrower shall indemnify, reimburse and hold Lender, Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authoritygovernmental authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement Note or any other Loan Documentthe Share Exchange Agreement. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Lawenvironmental law, or (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this AgreementNote. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities18.1.1. The Developer shall indemnify and keep indemnified and other wise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and/or loss or damage caused or suffered to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Developer or as a result of failure on the part of the Developer to perform any of its obligations under this agreement or on the Developer committing breach of any of the terms and conditions of this Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Developer or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Developer's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the Project 18.1.2. Without limiting the generality of Article 18.1 the Developer shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Developer to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Developer, Developers, suppliers and representatives, income or other taxes required to be Paid by the Developer without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its Contractors which are payable by the Developer or any of its Contractors. 18.1.3. Without limiting the generality of the provisions of this Article 18, the Developer shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer's Developers in performing the Developer's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseDeveloper is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductDeveloper shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 18.1.4. In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, an indemnity under this Article 18 ("Indemnified Party") it shall notify the Developer ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent shall such approval not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction.

General Indemnity. Borrower Subject to Section 8.3, from and after the Closing: (a) the Seller hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse defend and hold Lenderharmless the Buyer and its Affiliates and its and their directors, and each of its respective successorsmanagers, assigns, agents, attorneystrustees, officers, directors, equity holders, servants, agents and employees (each an the “Buyer Indemnified PersonParties”) harmless from from, against and against in respect of all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup Losses suffered or compliance), all costs and expenses whatsoever incurred by the Buyer Indemnified Parties to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, resulting from (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (iix) any Claim for infringement breach of any patentof the representations or warranties (in each case, copyright, trademark or other intellectual property right, (iiiwhen made) any Claim resulting from of the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability Seller in tortthis Agreement, or (vy) any Claim asserted as to breach of any of the covenants or arising under any Account Control Agreement or any Landlord agreements of the Seller in this Agreement; provided, however, Borrower that the foregoing clause (i) shall not indemnify Lender for exclude any indemnification to any Buyer Indemnified Party solely to the extent (1) that it has the effect of imposing on the Seller any liability incurred to make payments of or in lieu of the Royalty because of any Credit Event, (2) that it results from the failure of Licensee to perform any of its obligations under the License Agreement, unless directly resulting from the breach or default by Lender as a direct and sole result the Seller of Lender’s or under the License Agreement or this Agreement, (3) resulting from the gross negligence or negligence, willful misconduct. Such indemnities shall continue , or fraud of any Buyer Indemnified Party, or (4) resulting from acts or omissions of the Seller or any of its Affiliates solely based upon, and in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseconformity with, the entire defense Buyer’s express written instructions; or (ii) the matter set forth on Schedule 4.9(a)(ii) of Lenderthe Disclosure Schedule and any Losses related to such matter. (b) the Buyer hereby agrees to indemnify, each of defend and hold harmless the Seller and its members, partners, Affiliates and each of its and their respective, agents, employees, directors, officers, equity holdersagents and employees (the “Seller Indemnified Parties”) from, successors against and assigns against in respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any indemnified Claim described breach of any of the representations or warranties (in each case, when made) of the Buyer in this Section 10.3(a). Borrower Agreement or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement; provided, however, that the foregoing shall not settle exclude any indemnification to any Seller Indemnified Party solely to the extent (y) resulting from the gross negligence, willful misconduct, or compromise fraud of any Claim against Seller Indemnified Party, or involving Lender without first obtaining Lender(z) resulting from acts or omissions of the Buyer or any of its Affiliates solely based upon, and in conformity with, the Seller’s express written consent thereto, which consent shall not be unreasonably withheldinstructions.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for Each Obligor shall jointly and severally indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all liabilities, obligations and actual out-of-pocket losses, claims, damages, liabilities and documented expenses, including Lender’s Expenses the fees, charges and reasonable fees and expenses disbursements of any counsel for Lender from time to time arising any Indemnitee (but limited, in connection with the enforcement or collection case of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ legal fees and expenses), finesto the reasonable fees, penalties (disbursements and other charges of external counsel to the Indemnitees, and if necessary, local counsel in any applicable Governmental Authorityrelevant jurisdiction to all affected Indemnitees taken as a whole, and solely, in the event of a conflict of interest, additional counsel (and, if necessary, local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnitees, taken as a whole), licensing fees relating to incurred by or asserted against any item of CollateralIndemnitee arising out of, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)in connection with, or bodily injury to as a result of (i) the execution or death delivery of this Agreement, any person other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (including any agent ii) the Term Loan or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property righttherefrom, (iii) any Claim resulting from the actual or alleged presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises ownedor from any property owned or operated by Holdings or any of its Subsidiaries, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental LawLiability related in any way to Holdings or any of its Subsidiaries, or (iv) any Claim actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by Holdings or any other Obligor or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (a) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (b) result from a claim brought by any Borrower or any other Obligor against an Indemnitee for negligence a material breach of such Indemnitee’s obligations hereunder or strict under any other Loan Document, if such Borrower or absolute liability other Obligor has obtained a final and non-appealable judgment in tortits favor on such claim as determined by a court of competent jurisdiction, (c) result from a claim not involving an act or omission of any Obligor or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than the Agent acting in its capacity as such) or (vd) result from any Claim asserted Erroneous Payment so long as Obligors are otherwise in compliance with Section 8.6(h). Notwithstanding anything to or arising under the contrary in any Account Control of the Loan Documents, the obligations of Holdings and each other Obligor with respect to each indemnity given by it in this Agreement or any Landlord Agreement; provided, however, Borrower of the other Loan Documents shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding survive the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume Agreement and diligently conduct, at its sole cost and expense, payment in full of the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldObligations.

General Indemnity. Borrower (a) Sublessee hereby agrees upon demand to pay or reimburse Lender assume liability for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse protect, save and hold Lender, keep harmless the Sublessor and each of its Head Lessor, Owner and Lender (if any) and their respective successors, permitted assigns, agentsaffiliates, attorneysdirectors, officers, directors, equity holders, servantsemployees, agents and employees servants (each an “Indemnified Person”in this Section 9.2 and in Section 9.3 hereof, collectively, the "Indemnitees") harmless from and against any and all liabilitiesliabilities (including liability in tort, absolute or otherwise), obligations, losses, damages, penalties, claims, actions, suits, demandscosts, claims expenses and disbursements of any whatsoever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ legal fees and expenses) (any and all "Claims"), finesimposed on, penalties incurred by or asserted against any Indemnitee (and whether or not also indemnified against by any other charges of Person under any applicable Governmental Authority), licensing fees relating to other document) in any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising out of (i) this Lease or (ii) the use delivery, sublease, possession, use, operation, condition, return or other disposition of any item of Equipment, to the extent incurred or arising out of events occurring at any time after delivery of the proceeds Aircraft to Sublessor hereunder and prior to return of the Loans or otherwise, Aircraft to Sublessor hereunder in full compliance by the falsity Sublessee with all of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement Sublease with respect thereto (including latent and other defects, whether or not discoverable by any other Loan Document. The foregoing indemnity shall coverIndemnitee or the Sublessee, without limitation, (i) and any Claim in connection with a design or other defect (latent or claim for patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreementcopyright infringement); provided, however, Borrower that the Sublessee shall not be required (A) to indemnify Lender Sublessor in respect of any amounts which Sublessor has specifically agreed to pay hereunder, (B) to indemnify any Owner or any of its Affiliates against loss, liability or expense incurred by any such Affiliate as a result of any claim against any such Affiliate in its capacity as manufacturer of the Engines and components thereof including claims for patent, trademark or copyright infringement, (C) to pay any cost, expense or disbursement (including legal fees and expenses) in connection with the entering into or withholding any future amendments, supplements, waivers or consents with respect to this Sublease or under any Head Lease other than such as have been requested by Sublessee, (D) to indemnify any Indemnitee for loss, liability or expense resulting from the willful misconduct or gross negligence of such Indemnitee or its successors, assigns, affiliates, agents or servants or, in the case of any Owner, any owner trustee acting for such Owner or, in the case of any such owner trustee, the relevant Owner, (E) to indemnify any Indemnitee for any loss, liability incurred by Lender or expense which any of them may incur as a direct and sole the result of Lender’s gross negligence any failure or willful misconductrefusal of any of them to perform or observe any agreement, covenant or condition contained in any Operative Document, or (G) to indemnify any Indemnitee for any loss, liability or expense which any of them may incur as the result of any Head Lessor Lien or Sublessor Lien; provided further that Sublessee does not under this Section 9.2 assume liability for, or indemnify, protect, save and keep harmless, any Indemnitee from or against or in respect of any liabilities, obligations, losses, damages, penalties, claims, actions or suits in any way relating to or arising out of any Taxes, as defined in Section 9.3. Such indemnities shall continue Upon payment in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described indemnities contained in this Section 10.3(a)9.2 by the Sublessee, it shall be subrogated to any rights of the Indemnitee in respect of the matter against which indemnity has been given, but any amount recovered by the Sublessee as a result of such subrogation shall, unless all amounts then due to such Indemnitee from the Sublessee have been paid, be held in trust by the Sublessee for and shall, to the extent of any such amount then due, be paid promptly after demand to, such Indemnitee. Borrower If any Indemnitee shall have knowledge of any claim or liability hereby indemnified against, it shall give prompt written notice hereof to the Sublessee and each other interested party, but the failure to do so shall not settle relieve Sublessee from any liability which it may have to such Indemnitee or compromise any Claim against other Indemnitee except to the extent that the Sublessee shall demonstrate that such liability was materially increased as a result of such failure. If the Sublessee is required to make payment under this Section 9.2, the Sublessee shall pay the Indemnitee any amount which, after deduction of all taxes required to be paid by such Indemnitee in respect of the receipt thereof under the laws of the United States or involving Lender without first obtaining Lender’s written consent theretoof any foreign country or any political subdivision of either (after giving credit for any savings in respect of any taxes by reason of deductions, which consent credits or allowances in respect of the payment of the expense indemnified against) shall not be unreasonably withheldequal to the amount of such payment.

General Indemnity. Borrower agrees upon demand (a) Subject to pay or reimburse Lender for all liabilitiesthe terms and conditions of this Article VII, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time Sellers hereby agree to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse defend and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) Buyers harmless from and against all liabilitiesdemands, claims, actions or causes of action, assessments, losses, damages, actionsliabilities, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverincluding, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by Buyers by reason of or resulting from: (i) a breach of any Claim representation, warranty or covenant of Sellers contained in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, made pursuant to this Agreement; (ii) any Claim for infringement liabilities or obligations of, or claims against or imposed on, Sellers (whether absolute, accrued, contingent or otherwise and whether a contractual, or any other type of any patentliability, copyright, trademark obligation or other intellectual property right, claim) not assumed by Buyers pursuant to this Agreement; (iii) any Claim resulting from liabilities or obligations (whether absolute, accrued, contingent or otherwise) in respect of (A) any of the presence actions, suits or proceedings or threatened actions, suits or proceedings described on Schedule 3.01(i) hereto, or under (B) any action, suit or proceeding commenced after the escape, seepage, leakage, spillage, discharge, emission Closing Date based upon an event occurring or release of any Hazardous Materials on a claim arising prior to the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, Closing Date; and (iv) any Claim for negligence or strict or absolute liability in tortrespect of any failure by Sellers to conduct the Business prior to the Closing Date in compliance with any federal, state or local laws, statutes, ordinances, rules, regulations, decrees, orders, permits or other similar items in force as of the Closing Date. (vb) Subject to the terms and conditions of this Article VII, Buyers hereby agree to indemnify, defend and hold Sellers harmless from and against all Damages asserted against, resulting to, imposed upon or incurred by Sellers, by reason of or resulting from: (i) a breach of any representation, warranty or covenant of Buyers contained in or made pursuant to this Agreement; (ii) the failure of Buyers to pay, perform and discharge when due the liabilities and obligations assumed by Buyers pursuant to this Agreement; (iii) any Claim asserted as to liabilities or obligations (whether absolute, accrued, contingent or otherwise) in respect of any action, suit or proceeding based on an event occurring or claim arising under any Account Control Agreement or any Landlord Agreementon and after the Closing Date; provided, however, Borrower shall not indemnify Lender for and (iv) any liability incurred in respect of any failure by Lender as a direct Buyers to conduct the Business on and sole result of Lender’s gross negligence after the Closing Date in compliance with any federal, state or willful misconduct. Such indemnities shall continue local laws, statutes, ordinances, rules, regulations, decrees, orders, permits or other similar items from time to time in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldforce.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower Contractor shall indemnify, reimburse defend, and hold LenderCompany, each Utility Participant, and each of its their respective successorscurrent and future direct and indirect parent company(ies), assignssubsidiaries, affiliates, and their respective directors, officers, shareholders, employees, agents, attorneysrepresentatives, officerssuccessors, directorsand assigns, equity holders(collectively, servantsincluding Company, agents and employees (each an “Indemnified PersonIndemnitees”) harmless from for, from, and against any and all liabilities, losses, damagesclaims, actions, suits, demands, claims or proceedings of any kind and nature whatsoever (including claims relating to environmental dischargecollectively, cleanup or compliance“Claims”), and any and all costs and expenses whatsoever to the extent they may be incurred losses, liabilities, penalties, fines, damages, demands, costs, or suffered by such Indemnified Person in connection therewith (expenses, including all reasonable consulting or attorneys’ fees (including fees and expenses), fines, penalties (disbursement of in-house and other charges outside counsel) of any applicable Governmental Authority)kind whatsoever (collectively, licensing fees relating to “Liabilities”) arising out of, connected in any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)manner with, or bodily injury resulting from: (a) injuries to or death of any person individuals (including members of the general public, or any employee, agent, independent contractor, consultant, or affiliate of Company, Utility Participant, Contractor, or any Contractor Party), or damage to, loss, or destruction of property (including any agent or employee property of Borrower) (each, a “Claim”Company), directly or indirectly relating to or in each case arising out of the use or connected in any manner with Contractor’s or a Contractor Party’s provision of the proceeds of the Loans Work or otherwiseany defects with respect thereto; (b) any alleged, the falsity threatened, or actual violation of any representation Applicable Law in connection with Contractor’s or warranty a Contractor Party’s performance of Borrower its obligation under this Agreement; (c) Contractor’s Default under or Borrower’s failure to comply with the terms any term of this Agreement Agreement; (d) any unauthorized release of Hazardous Materials; (e) any action reasonably necessary to xxxxx, remediate or prevent a violation or threatened violation of any EH&S Law; or (f) any misrepresentation made by Contractor or any Contractor Party in the course of performance under this Agreement, including the failure to provide accurate reports or information required under this Agreement, in each case above, regardless of whether (x) such Claims or Liabilities arose from or are caused by the negligence or fault of any Indemnitee, (y) such Claims or Liabilities are based on contract, tort, or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item theory of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortliability, or (vz) liability without fault or strict liability is imposed or sought to be imposed on any Claim asserted as Indemnitee. Notwithstanding the foregoing, the foregoing indemnification obligations will not apply to the extent Claims or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred Liabilities are caused by Lender as a direct and the sole result of Lender’s gross negligence or willful misconductmisconduct of Company. Such indemnities Contractor shall continue pay all costs and expenses, including all reasonable consulting or attorneys’ fees (including fees and disbursement of in-house and outside counsel), that may be incurred by Company or Utility Participant in full force enforcing Contractor’s indemnity and effect, notwithstanding the expiration or termination of defense obligations set forth in this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand Subject to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses the provisions of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsSECTIONS 13.4 AND 13.5, and in connection with whether or not any amendment or modification of the Loan Documents or any “work-out” in connection with transactions contemplated hereby shall be consummated, the Loan Documents. Borrower shall indemnifyIndemnity Provider hereby assumes liability for and agrees to defend, reimburse indemnify and hold Lender, and harmless each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each Indemnified Person on an “Indemnified Person”) harmless After Tax Basis from and against all liabilitiesany Claims which may be imposed on, losses, damages, actions, suits, demands, claims of incurred by or asserted against an Indemnified Person by any kind and nature other Person (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever but not to the extent they may be incurred such Claims arise from the gross negligence or suffered by willful misconduct of such Indemnified Person Person) in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees way relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)arising, or bodily injury alleged (by any Person asserting such a Claim against an Indemnified Person) to arise, out of the execution, delivery, performance or death enforcement of this Agreement, the Lease, any person (including other Operative Agreement or on or with respect to any agent Property or employee of Borrower) (eachany part thereof, a “Claim”)including, directly or indirectly without limitation, Claims in any way relating to or arising or alleged to arise out of (a) the use of the proceeds of the Loans financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverdisposition of a Property, without limitationor any part thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (ib) any Claim in connection with a design latent or other defect (latent or patent) in any item of equipment property whether or product included in not discoverable by an Indemnified Person or the Collateral, Indemnity Provider; (iic) any Claim for infringement Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to any property or the environment relating to any Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Construction Agent or the Lessee of any patentof its representations or warranties under the Operative Agreements to which it is a party or failure by the Construction Agent or the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any other Operative Agreement, copyright, trademark or other intellectual property right, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (iiig) any Claim resulting from the presence on personal injury, death or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrowerproperty damage, including any without limitation Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or based on strict or absolute liability in tort; (h) any easement, right, agreement or document referred to in SECTION 10.5 of this Agreement; or (vi) any Lien on any Property (other than Liens created by the Operative Agreements). If a written Claim asserted is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; PROVIDED, HOWEVER, that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall endeavor, in such notice to the Indemnity Provider, to inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; PROVIDED, FURTHER, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure materially precludes the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including, without limitation by pursuit of appeals) (provided, however, that (A) if such Claim can be pursued by the Indemnity Provider on behalf of or arising under in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Account Control Agreement Claim, the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, conditioned or any Landlord Agreementdelayed; provided, however, Borrower that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; PROVIDED, that all decisions ultimately shall be made in the discretion of the controlling party, except that the Indemnity Provider may not indemnify Lender agree to any dismissal or settlement of, or other agreement in connection with, any claim without the prior written consent of such Indemnified Person, if such dismissal, settlement or agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provide for any liability incurred nonmonetary relief to be performed by Lender as a direct such Indemnified Person. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and sole result may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of Lender’s gross negligence such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or willful misconductadvanced by the Indemnity Provider pursuant to this SECTION 13.1 by way of indemnification or advance for the payment of any amount regarding such Claim other than expenses of the action relating to such Claim. Such indemnities shall continue in full force and effect, notwithstanding Notwithstanding the expiration or termination foregoing provisions of this Agreement. Upon Lender’s written demandSECTION 13.1, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent an Indemnified Person shall not be unreasonably withheldrequired to take any action and no Indemnity Provider shall be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of any Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (D) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim, (E) such claim is covered by insurance and (F) no Event of Default shall have occurred and be continuing. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this SECTION 13.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations Each Company hereby jointly and out-of-pocket expenses, including Lender’s Expenses severally indemnify and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentshold Laurus, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successorsaffiliates, assignsemployees, agentsattorneys and agents (each, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) ), harmless from and against any and all liabilitiessuits, actions, proceedings, claims, damages, losses, damages, actions, suits, demands, claims liabilities and expenses of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (disbursements and other charges costs of investigation or defense, including those incurred upon any applicable Governmental Authority)appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, licensing fees relating to any item of Collateral, damage to suspended or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of terminated under this Agreement or any other Loan Document. The foregoing indemnity shall coverof the Ancillary Agreements or with respect to the execution, without limitationdelivery, (i) any Claim in connection with a design enforcement, performance and administration of, or other defect (latent or patent) in any item other way arising out of equipment or product included in relating to, this Agreement, the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement Ancillary Agreements or any Landlord Agreement; providedother documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, however, Borrower shall not indemnify Lender for except to the extent that any such indemnified liability incurred is finally determined by Lender as a direct and sole result court of Lendercompetent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effectNO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demandASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, Borrower shall assume and diligently conductFOR INDIRECT, at its sole cost and expensePUNITIVE, the entire defense of LenderEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall (a) The Developer will indemnify, reimburse defend, save and hold Lenderharmless the Client and its officers, and each of its respective successors, assignsservants, agents, attorneysPublic Sector Entities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Client Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Developer of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Developer to any User or from any negligence of the Developer under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of Client Indemnified Persons. (b) The Client will indemnify, defend, save and hold harmless the Developer against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of (i) defect in title and/or the use rights of the proceeds of Client in the Loans or otherwiseland comprised in the Project Site, and/or (ii) breach by the falsity Client of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Developer of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Developer, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Developer.

General Indemnity. Borrower agrees upon demand (a) Subject to pay or reimburse Lender for all liabilitiesthe terms and conditions of this Article X, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time the Sellers hereby agree to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse defend and hold Lender, the Buyer and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) Affiliates harmless from and against all liabilitiesdemands, claims, actions or causes of action, assessments, losses, damages, actionsliabilities, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverincluding, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by the Buyer and its Affiliates by reason of or resulting from: (i) a breach of any Claim representation, warranty or covenant by Sellers contained in connection with a design or made pursuant to this Agreement or made pursuant to any of the Ancillary Agreements by Sellers, or any other defect (latent covenant or patent) in undertaking made pursuant to this Agreement or made pursuant to any item of equipment or product included in the Collateral, Ancillary Agreements by Sellers; and (ii) any Claim for infringement liabilities or obligations of, or claims against or imposed on the Buyer or its Affiliates (whether absolute, accrued, contingent or otherwise and whether a contractual, or any other type of liability, obligation or claim) not assumed by the Buyer pursuant to this Agreement. (b) The Buyer hereby agrees to indemnify, defend and hold the Sellers and their Affiliates harmless from and against all Damages, asserted against, resulting to, imposed upon or incurred by the Sellers and its Affiliates by reason of or resulting from: (i) a breach of any patentrepresentation, copyrightwarranty or covenant by the Buyer contained in or made pursuant to this Agreement, trademark or made pursuant to any of the Ancillary Agreements by the Buyer, or any other intellectual property rightcovenant or undertaking made pursuant to this Agreement or made pursuant to any of the Ancillary Agreements by the Buyer; and (ii) any liabilities or obligations of, or claims against or imposed on the Sellers that were assumed by Buyer pursuant to this Agreement; and (iii) any Claim resulting from the presence on or under or failure of Buyer to pay, perform and discharge when due the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAssumed Liabilities.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesLessee shall indemnify and save harmless Lessor, obligations its affiliates, its successors and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, their directors, equity holders, servants, agents officers and employees (each each, an “Indemnified Person”) harmless "Indemnitee"), from and against any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Documentincluding. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or claims involving strict or absolute liability in tort, damage, injury, death, liability and third party claims), suits, demands, costs and expenses of every nature (including, without limitation, reasonable attorneys' fees) arising directly or indirectly from or in connection with the possession, maintenance, condition, storage,use, operation or return of the Aircraft under this Lease (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreementeach, a "Claim"); provided, however, Borrower that the foregoing indemnity shall not indemnify Lender for extend to an Indemnitee with respect to any liability incurred Claim to the extent such Claim is directly related to one or more of the following: (1) any breach of any representation or warranty by Lender as a direct and sole result Lessor hereunder, or (2) the failure by Lessor to perform or observe any of Lender’s its agreements, covenants or conditions herein, or (3) the willful misconduct or the gross negligence of any Indemnitee, or willful misconduct. Such indemnities shall continue (4) the offer, sale or other disposition (voluntary or involuntary) of all or any part of Lessor's interest in full force and effectthe Aircraft or any part thereof, notwithstanding or (5) any tax, fee, Charge, or assessment or (6) except to the extent fairly attributable to the Lease Term, acts or events occurring, or circumstances or conditions existing, prior to, or after expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseof, the entire defense Lease Term or actions taken (or required to be taken and not taken) prior to, or after expiration or termination of, the Lease Term or (7) any amount which Lessor expressly agrees to pay hereunder or any amount which is expressly stated to be a Claim that is not reimbursable by Lessee hereunder, or (8) any amounts relating to the deregistration with the FAA of Lenderthe Aircraft as a result of the Lessor not being a Citizen of the United States. Lessee shall, each upon request of its membersLessor, partners, and each defend any actions based on or arising out of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a)of the Claims that Lessee is responsible for. Borrower Lessor shall not pay or settle or compromise any Claim against or involving Lender without first obtaining Lender’s the prior written consent theretoof Lessee, which consent shall not be unreasonably withheldwithheld or delayed, or conditioned (except on contest).

General Indemnity. Borrower agrees upon demand Subject to pay and limited by in all respects the provisions of Sections 13.5 and 13.6 and whether or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with not any amendment or modification of the Loan Documents or any “work-out” in connection with transactions contemplated hereby shall be consummated, the Loan Documents. Borrower shall indemnifyIndemnity Provider hereby assumes liability for and agrees to defend, reimburse indemnify and hold Lender, and harmless each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each Indemnified Person on an “Indemnified Person”) harmless After Tax Basis from and against all liabilitiesany Claims, losseswhich may be imposed on, damagesincurred by or asserted against an Indemnified Person (by any third party, actions, suits, demands, claims including Claims arising from the negligence of any kind and nature an Indemnified Person (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever but not to the extent they may be incurred such Claims arise from the gross negligence, willful misconduct or suffered by willful breach of such Indemnified Person or are otherwise solely attributable to acts or events occurring after the expiration of the Lease or after the transfer of all of the Properties to the Lessee or a third party)) in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising or alleged to arise out of the use execution, delivery, performance or enforcement of the proceeds of the Loans or otherwisethis Agreement, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement Lease or any other Loan Document. The foregoing indemnity shall coverOperative Agreement or on or with respect to any Property or any component thereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (ia) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of any Property or any part thereof, including the acquisition, holding or disposition of any interest in the Property, lease or agreement comprising a portion of any thereof; (b) any Claim in connection with a design latent or other defect (latent or patent) defects in any item Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of equipment Environmental Laws, Environmental Claims or product included in other loss of or damage to any property or the Collateralenvironment relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (iid) the Operative Agreements, or any transaction contemplated thereby; (e) any Claim for infringement breach by the Indemnity Provider of any patentof its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreement; (f) the transactions contemplated hereby or by any other Operative Agreement, copyrightin respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; and (g) personal injury, trademark death or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrowerdamage, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or based on strict or absolute liability in tort. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding), or for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (v30) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreementdays after the receipt of such notice by the Indemnity Provider; provided, however, Borrower that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before 7 days before the end of such shorter period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not indemnify Lender diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including, without limitation, by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Person's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any liability incurred Claim, the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by Lender the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as a direct is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and sole result shall keep the non-controlling party reasonably informed as to the conduct of Lender’s gross negligence the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or willful misconductadvanced by the Indemnity Provider pursuant to this Section 13.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Such indemnities shall continue in full force and effect, notwithstanding Notwithstanding the expiration or termination foregoing provisions of this Agreement. Upon Lender’s written demandSection 13.1, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent an Indemnified Person shall not be unreasonably withheldrequired to take any action and no Indemnity Provider shall be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements and, if the Indemnified Person has informed the Indemnity Provider (in its initial notice of the Claim) that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Indemnity Provider), the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this Section 13.1) exceeds $25,000, (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (D) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (E) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail) and (F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Loan DocumentsCredit Agreement, and in connection with any amendment or modification of the Loan Documents such documents or any “work-out” in connection with the Loan Documentssuch documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, fines or penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrowergovernmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under Note or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Credit Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this AgreementNote. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders and Agent for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender Lenders or Agent, from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders and Agent, each of Lenders’ and Agent’s partners, and each of its their respective successors, assignsassigns (other than successors and assigns of interests in Collateral where such interests are transferred to such successors and assigns through a foreclosure sale of the Collateral pursuant to Lenders’ rights under Section 9.1 hereof), agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person indemnified party in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authoritygovernmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan DocumentDocument during the Term. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by of Borrower, including any Claims asserted or arising under any Environmental Law, or (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, that Borrower shall not indemnify Lender Lenders or Agent for any liability incurred by Lender Lenders or Agent as a direct and sole result of LenderLenders’ or Agent’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon LenderLenders’ or Agent’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderLenders or Agent, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)10.3. Borrower shall not settle or compromise any Claim against or involving Lender Lenders or Agent without first obtaining LenderLenders’ or Agent’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s 's Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Loan DocumentsCredit Agreement, and in connection with any amendment or modification of the Loan Documents such documents or any “"work-out” " in connection with the Loan Documentssuch documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “"Indemnified Person”") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ ' fees and expenses), fines, penalties (and other charges of any applicable Governmental Authoritygovernmental authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s 's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “"Claim”"), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s 's failure to comply with the terms of this Agreement Note or any other Loan Documentthe Credit Agreement. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Lawenvironmental law, or (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole to the extent it is the result of Lender’s 's gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this AgreementNote. Upon Lender’s 's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)11. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s 's written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower Contractor shall indemnify, reimburse defend, and hold LenderCompany, each Utility Participant, and each of its their respective successorscurrent and future direct and indirect parent company(ies), assignssubsidiaries, affiliates, and their respective directors, officers, shareholders, employees, agents, attorneysrepresentatives, officerssuccessors, directorsand assigns, equity holders(collectively, servantsincluding Company, agents and employees (each an “Indemnified PersonIndemnitees”) harmless from for, from, and against any and all liabilities, losses, damagesclaims, actions, suits, demands, claims or proceedings of any kind and nature whatsoever (including claims relating to environmental dischargecollectively, cleanup or compliance“Claims”), and any and all costs and expenses whatsoever to the extent they may be incurred losses, liabilities, penalties, fines, damages, demands, costs, or suffered by such Indemnified Person in connection therewith (expenses, including all reasonable consulting or attorneys’ fees (including fees and expenses), fines, penalties (disbursement of in-house and other charges outside counsel) of any applicable Governmental Authority)kind whatsoever (collectively, licensing fees relating to “Liabilities”) arising out of, connected in any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)manner with, or bodily injury resulting from: (a) injuries to or death of any person individuals (including members of the general public, or any employee, agent, independent contractor, consultant, or affiliate of Company, Utility Participant, or Contractor, or any Contractor Party), or damage to, loss, or destruction of property (including any agent or employee property of Borrower) (each, a “Claim”Company), directly or indirectly relating to or in each case arising out of the use or connected in any manner with Contractor’s or a Contractor Party’s provision of the proceeds of the Loans Work or otherwiseany defects with respect thereto; (b) any alleged, the falsity threatened, or actual violation of any representation Applicable Law in connection with Contractor’s or warranty a Contractor Party’s performance of Borrower its obligation under this Agreement; (c) Contractor’s Default under or Borrower’s failure to comply with the terms any term of this Agreement Agreement; (d) any unauthorized release of Hazardous Materials; (e) any action reasonably necessary to xxxxx, remediate or prevent a violation or threatened violation of any EH&S Law; or (f) any misrepresentation made by Contractor or any Contractor Party in the course of performance under this Agreement, including the failure to provide accurate reports or information required under this Agreement, in each case above, regardless of whether (x) such Claims or Liabilities arose from or are caused by the negligence or fault of any Indemnitee, (y) such Claims or Liabilities are based on contract, tort, or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item theory of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortliability, or (vz) liability without fault or strict liability is imposed or sought to be imposed on any Claim asserted as Indemnitee. Notwithstanding the foregoing, the foregoing indemnification obligations will not apply to the extent Claims or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred Liabilities are caused by Lender as a direct and the sole result of Lender’s gross negligence or willful misconductmisconduct of Company. Such indemnities Contractor shall continue pay all costs and expenses, including all reasonable consulting or attorneys’ fees (including fees and disbursement of in-house and outside counsel), that may be incurred by Company or Utility Participant in full force enforcing Contractor’s indemnity and effect, notwithstanding the expiration or termination of defense obligations set forth in this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall (a) The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless GMCBL, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “GMCBL Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, suitsdemands and, demandsthird party claims for loss, claims damage, cost and expense of any whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use any breach by the Concessionaire of its obligations under this Agreement or any user related agreement or defect or deficiency in the provision of services by the Concessionaire that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach of this Agreement on the part of GMCBL Indemnified Persons. (b) GMCBL will, indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, third party claims for loss, damage, cost and expense of whatever kind and nature arising out of (i) defect in title and/or the rights of GMCBL in the land comprised in the Project Site(s) adversely affecting the performance of the proceeds of the Loans or otherwise, the falsity Concessionaire’s obligations under this Agreement (ii) breach by GMCBL of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save' and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. The Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection hereby covenants with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, Agent and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents Lender that it shall at all times hereafter keep the Agent and employees (each an “Indemnified Person”) such Lender indemnified and held harmless from and against all liabilitiessuits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, damagesliabilities, actions, suits, demands, claims of any kind damages and nature expenses (including claims all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any way relating to, arising out of, or incidental to environmental discharge, cleanup or compliance), all costs and expenses whatsoever any Environmental Laws applying to the extent they may be incurred Agent or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence it being a party to or willful misconductperforming its obligations under any Loan Document or to any default by the Borrower under any provision of any of the Loan Documents. Such indemnities If and for so long as no Event of Default has occurred and is continuing, the Borrower, at its option, shall continue be entitled to conduct the defence of such suit, action or proceeding with the participation of the Agent or such Lender should they so desire. If the defence of any such suit, action or proceeding is not being conducted in full force a proper or diligent manner by the Borrower, the Agent or such Lender shall on notice to the Borrower (and effectfor the account of the Borrower) be entitled to take over the conduct of the defence of such suit, notwithstanding action or proceeding with the expiration or participation of the Borrower should it so desire. This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender and shall survive the termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesGenuity and Xxxx Atlantic shall each indemnify, obligations defend ----------------- and out-of-pocket expenses, including Lender’s Expenses hold the other party and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsits affiliates, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agentsrepresentatives, employees, directors, officers, equity holders, successors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of the indemnification provisions of this Agreement) that may be made as a result of claims made: (i) by anyone for bodily injuries (including death) to persons or damage to or theft of tangible or intangible property resulting from the indemnifying party's or its agents' intentional and willful misconduct or negligent acts or omissions or those of persons furnished by such party while performing work hereunder pursuant to this Agreement or in connection with materials furnished by such party pursuant to this Agreement excluding any claims based on lost data or information unless such claims are based on intentional and willful misconduct; (ii) by persons furnished by the indemnifying party or any contractors based on employment contract, or federal, state or local laws prohibiting discrimination in employment; (iii) by persons furnished by the indemnifying party or any contractors under worker's compensation or similar acts; or (iv) resulting from or in connection with the indemnifying party's or its agents' breach of any applicable law, statute, order, decree, or regulation in performance of its obligations hereunder. In addition, Xxxx Atlantic shall indemnify, defend and hold harmless Genuity and its affiliates, and their respective agents, representatives, employees, directors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this indemnification provision) that may be made by any third party for claims arising from Xxxx Atlantic or Xxxx Atlantic's End Users' use of the Genuity Services and that are not (i) otherwise subject to indemnification under this Agreement or a Service Schedule, or (ii) proximately caused by the negligent acts or omissions or other willful misconduct of Genuity or its affiliates, or their respective agents, representatives, employees, directors officers or assigns. The indemnified Claim described in this Section 10.3(a). Borrower party shall not settle provide written notice to the other party of any written claims or compromise demands against it for which the other party is responsible hereunder and shall be entitled, at its option, to assume the defense or settlement of any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsuch claim.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Lenders’ Expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersstockholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender Lenders for any liability incurred by Lender as a direct and sole result of Lender’s Lenders to the extent such liability results from Lenders’ gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s Lenders’ written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderLenders, each of its members, their partners, and each of their respective, agents, employees, directors, officers, equity holdersstockholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender Lenders without first obtaining Lender’s Lenders’ written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities18.1.1 The Lessee shall indemnify and keep indemnified and otherwise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to property or loss of use life of property any person (including consequential or special damages to third parties or damages to Borrower’s property), or bodily labour employed for the execution of the Project) including injury to or death of any person (including and/or loss or damage caused or suffered by the NRDA or to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Lessee or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub-contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Lessee's use and occupation of NRDA's Project Land and/or construction, operation and maintenance of the Project 18.1.2 Without limiting the generality of Article 18.1, the Lessee shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Lessee to comply with applicable Laws and Approvals, Applicable Permits (b) payments of taxes relating to the Lessee, Lessees, suppliers and representatives, income or other taxes required to be Paid by the Lessee without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractors which are payable by the Lessee or any of its Contractors (d) non-payment of amounts xxx.xx its employees, labour, Contractors, sub- contractor engaged/employed by it, 18.1.3 Without limiting the generality of the provisions of this Article 18, the Lessee shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Lessee or by the Lessee's Lessees in performing the Lessee's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Lessee shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseLessee is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductLessee shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 18.1.4 In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in an indemnity under this Section 10.3(a). Borrower Article 18 ("Indemnified Party") it shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.notify the Lessee

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities18.1.1 The Lessee shall indemnify and keep indemnified and other wise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and/or loss or damage caused or suffered to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Lessee or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub-contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Lessee's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the Project 18.1.2 Without limiting the generality of Article 18.1 the Lessee shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Lessee to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Lessee, Lessees, suppliers and representatives, income or other taxes required to be Paid by the Lessee without reimbursement hereunder, or (c) non- payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractors which are payable by the Lessee or any of its Contractors 18.1.3 Without limiting the generality of the provisions of this Article 18, the Lessee shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Lessee or by the Lessee's Lessees in performing the Lessee's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Lessee shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseLessee is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductLessee shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 18.1.4 In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, an indemnity under this Article 18 ("Indemnified Party") it shall notify the Lessee ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent shall such approval not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction.

General Indemnity. Each Borrower agrees upon demand that while Lender has no liability to pay any person in tort or reimburse otherwise as lender and that Lender for all liabilitiesis not an owner or operator of any Individual Property, obligations each Borrower shall, at its sole expense, protect, defend, release, indemnify and out-of-pocket expenseshold harmless (“indemnify”) the Indemnified Parties from any Losses (defined below) imposed on, including Lender’s Expenses and reasonable fees and expenses incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of counsel for Lender from time to time arising or in connection with the enforcement Property, Loan, or collection of sums due under Documents; provided, however, that (i) the Loan Documents, and in connection with foregoing indemnities shall not apply to any amendment Losses caused by the gross negligence or modification willful misconduct of the Loan Documents Indemnified Parties and (ii) the foregoing indemnities shall not apply to any Losses that Borrower can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the date Lender (or any “work-out” in connection with purchaser at a foreclosure sale) actually acquired title to the Loan Documents. Individual Property and (B) were not caused, contributed to, enhanced, or exacerbated by the direct or indirect actions or inactions of Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneysor any partners, officers, directorsmembers, equity holdersshareholders, servantsemployees, or agents and employees of Borrower. The term “Losses” shall mean any claims, suits, liabilities (each an “Indemnified Person”) harmless from and against all including strict liabilities), actions, proceedings, obligations, debts, damages, losses, damagesCosts, actionsexpenses, suitsfines, demandspenalties, claims charges, fees, judgments, awards, and amounts paid in settlement of any whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees (both in-house staff and expenses)retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) Lender, fines, penalties (and other charges b) any prior owner or holder of any applicable Governmental Authority)Note, licensing fees relating to (c) any item of Collateral, damage to existing or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out prior servicer of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitationLoan, (id) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateralofficers, (ii) any Claim for infringement of any patentdirectors, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its membersshareholders, partners, members, employees and each trustees of their respectiveany of the foregoing, agentsand (e) the heirs, employees, directors, officers, equity holderslegal representatives, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldof each of the foregoing.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities18.1.1 The Developer shall indemnify and keep indemnified and other wise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and/or loss or damage caused or suffered to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Developer or as a result of failure on the part of the Developer to perform any of its obligations under this agreement or on the Developer committing breach of any of the terms and conditions of this Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Developer or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Developer's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the Project 18.1.2 Without limiting the generality of Article 18.1 the Developer shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Developer to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Developer, Developers, suppliers and representatives, income or other taxes required to be Paid by the Developer without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its Contractors which are payable by the Developer or any of its Contractors. 18.1.3 Without limiting the generality of the provisions of this Article 18, the Developer shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or apy by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer's Developers in performing the Developer's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseDeveloper is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductDeveloper shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 18.1.4 In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, an indemnity under this Article 18 ("Indemnified Party") it shall notify the Developer ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent shall such approval not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s 's Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “"work-out” " in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold the Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “"Indemnified Person”") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ ' fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s 's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “"Claim”"), directly or indirectly relating to or arising out of the use of the proceeds of the Loans Loan or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s 's failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by such Lender as a direct and sole result of Lender’s 's gross negligence or willful misconduct, as applicable. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s 's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their its respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s 's written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand Contractor shall, to pay or reimburse Lender for all liabilitiesthe extent permitted by law, obligations and out-of-pocket expensesindemnify, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsdefend, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lendersave harmless Owner, and each of its Owner’s parent entities, subsidiaries and affiliates and their respective successors, assigns, agents, attorneysshareholders, officers, directors, equity holdersmembers, servantsmanagers, agents employees, agents, successors, assigns, guarantors and employees invitees (each an “Owner’s Indemnified PersonPersons”) harmless from and against any and all claims, demands, or suits of any kind or nature whatsoever which may be threatened or brought against them (individually or jointly) or in which they may be named a party defendant, in any way arising out of or incident to the performance of this Agreement or in any way arising out of the use by Contractor of common operational areas or common areas of ingress or egress to operating areas regardless of whether such claims, demands or suits are occasioned by the negligence of Owner or Owner’s Indemnified Persons. Provided, however, that Contractor shall not be held responsible for claims or suits attributable to the sole and exclusive negligence of Owner or Owner’s Indemnified Persons. Contractor further agrees to defend, indemnify and hold harmless Owner and Owner’s Indemnified Persons of and from any and all liabilities, lossesdamages, damagesclaims, demands, actions, suitsorders, demandscauses of action, claims proceedings, fines, penalties, taxes, costs and expenses (including without limitation reasonable attorneys’ and accountants’ fees) of any kind and nature (including claims relating to environmental dischargecollectively, cleanup or compliance), all costs and expenses whatsoever to the extent they “Damages”) that may be suffered or incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)them, or bodily injury to or death any of any person (including any agent or employee of Borrower) (eachthem, a “Claim”), directly or indirectly relating to resulting from or arising out of the use of the proceeds of the Loans any misrepresentation, breach or otherwise, the falsity nonfulfillment of any representation covenant, agreement or warranty obligation of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim Contractor contained in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall 18.1.1 The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the Implementing Authority and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers(the "Implementing Authority Indemnified Persons") against any and all suits, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damagesproceedings, actions, suitsdemands and third party claims for any loss, demandsdamage, claims cost and expense of any whatever kind and nature (including claims relating arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire to environmental dischargeany User, cleanup or compliance), all costs and expenses whatsoever except to the extent they may be incurred or suffered by that any such Indemnified Person in connection therewith (including reasonable attorneys’ fees suits, proceedings, actions, demands and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating claims have arisen due to any item of Collateral, damage to negligent act or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)omission, or bodily injury to or death breach of this Agreement on the part of the Authority Indemnified Persons. 18.1.2 The Implementing Authority will indemnify, defend, save and hold harmless the Concessionaire against any person (including and all suits, proceedings, actions, demands and third party claims for any agent or employee loss, damage, cost and expense of Borrower) (each, a “Claim”), directly or indirectly relating to or whatever kind and nature arising out of (i) defect in title and/or the use rights of the proceeds of Implementing Authority in the Loans or otherwiseland comprised in the Site, and/or (ii) breach by the falsity Implementing Authority of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borroweragents, including the same shall be the liability of the Concessionaire. 18.1.3 Notwithstanding the occurrence of the Termination Date, the Concessionaire shall indemnify and hold the State Government harmless for and against any Claims asserted and all claims, liabilities, costs, damages and expenses of whatsoever nature that may accrue or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability may be incurred by Lender as a direct and sole result the State Government under this Clause 18.1 of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities15.1.1 The Lessee shall indemnify and keep indemnified and other wise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and/or loss or damage caused or suffered to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrower) (each, a “Claim”any failure or negligence or default of the Lessee or its Contractor(s), directly sub-contractor(s) or indirectly relating to employees, servants, agents of such Contractor(s), sub-contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Lessee's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the Project 15.1.2 Without limiting the generality of Article 12.1 the Lessee shall fully indemnify and defend NRDA including its officers, servants and agents (the "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Lessee to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Lessee, Lessees, suppliers and representatives, income or other taxes required to be Paid by the Lessee without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractors which are payable by the Lessee or any of its Contractors 15.1.3 Without limiting the generality of the provisions of this Article 15, the Lessee shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Lessee or by the Lessee's Lessees in performing the Lessee's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Lessee shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the proceeds of infringing work. If the Loans or otherwiseLessee is unable to secure such license within a reasonable time, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductLessee shall, at its sole cost own expense and expensewithout impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the entire defense same so that it becomes non-infringing. 15.1.4 In the event that NRDA receives a claims from a third party in respect of Lender, each which it is entitled to the benefit of its members, partners, an indemnity under this Article 15 ("Indemnified Party") it shall notify the Lessee ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent shall such approval not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction.

General Indemnity. 18.8.1. Borrower agrees upon demand to pay or reimburse indemnify and hold harmless Administrative Agent, the Letter of Credit Issuer, UMB (as issuer of the UMB LCs), and each Lender for and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an Indemnified Party) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s Expenses and reasonable fees and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, and in connection with the Acquisition Documents, any amendment or modification of the Loan Documents transactions contemplated herein or any “work-out” in connection with therein or the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup actual or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the proposed use of the proceeds of the Loans or otherwiseLoans, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escapemanufacture, seepagestorage, leakagetransportation, spillage, discharge, emission release or release disposal of any Hazardous Materials on Material on, from, over or affecting any of its assets or any of the premises ownedassets, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortproperties, or (v) operations of any Claim asserted as to or arising under any Account Control Agreement Covered Person or any Landlord Agreement; providedpredecessor in interest, howeverdirectly or indirectly, Borrower shall not indemnify Lender for any liability incurred except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by Lender as a direct and sole result court of Lender’s competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Such indemnities In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 18.8 applies, such indemnity shall continue in full force be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and effectwhether or not the transactions contemplated hereby are consummated. Borrower agrees not to assert any claim against Administrative Agent, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of any Lender, each of its members, partners, and each any of their respectiveAffiliates, agents, employees, or any of their respective directors, officers, equity holdersemployees, successors attorneys, agents, and assigns against advisers, on any indemnified Claim described in this Section 10.3(a)theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, the Acquisition Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. Borrower shall not settle pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or compromise sustained by the Indemnified Parties, arising out of or relating to the Acquisition Documents. 18.8.2. The obligations of Borrower under this Section 18.8 shall survive the termination of the Commitments, the expiration of the Letters of Credit, and the indefeasible full payment and satisfaction of all of the Loan Obligations. 18.8.3. To the extent that any Claim against of the indemnities required from Borrower under this Section are unenforceable because they violate any Law or involving Lender without first obtaining Lender’s written consent theretopublic policy, Borrower shall pay the maximum amount which consent shall not be unreasonably withheldit is permitted to pay under applicable Law.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender The Contractor shall be liable for all liabilities, obligations and out-of-pocket expensesshall indemnify the Employer and TfL, including Lender’s Expenses and reasonable fees and expenses any of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentstheir respective employees, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assignsservants, agents, attorneyssubcontractors, officersdirectors and officers (together the "Indemnified Parties"), directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all expenses, liabilities, losses, damages, actionsclaims, suitscosts, demands, claims proceedings and Taxes whatsoever suffered or incurred by the Employer, TfL or LUL in respect of: 29.2.1 death or personal injury to any person or damage to any property or assets (including the LUL Network, and any Unit, Part, subsystem or other item of Supplied Equipment) arising from or in connection with: (A) the Contractor's testing and commissioning of the Units (and/or any subsystem or Part forming part of any kind and nature Unit) and/or any other items of Supplied Equipment; and/or (including claims relating to environmental dischargeB) the Contractor’s transit, cleanup loading, unloading, storage or compliance), all costs and expenses whatsoever to safe custody of the extent they may be incurred Units (and/or any subsystem or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges Part forming part of any applicable Governmental Authority), licensing fees relating to Unit) and/or any item other items of Collateral, damage to Supplied Equipment or loss of use of property the Contractor making Parts or subsystems available for collection; and/or (including consequential C) the performance or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person non-performance (including any agent or employee of Borrowernegligent performance) (each, a “Claim”), directly or indirectly relating to or arising out of the use obligations of the proceeds Contractor or of its employees, servants, agents, Subcontractors, directors and officers under this Agreement including in respect of the Loans or otherwise, the falsity design of any representation Supplied Agreement or warranty of Borrower any Defect or Borrower’s failure to comply with Latent Defect arising from the terms same; 29.2.2 the negligence of, or any breach of this Agreement by, or any breach of statutory duty or wilful misconduct in each case by, any of the Contractor, its employees, servants, agents, Subcontractors, directors or officers; 29.2.3 any Environmental Damage arising from the acts or omissions of the Contractor, its Subcontractors or their respective directors, agents, servants, officers, representatives or employees, or occurring during the design, manufacture, overhaul, supply, testing, commissioning, Delivery and/or use of a Unit and/or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) Supplied Equipment; and 29.2.4 any Claim claim for infringement of any patent, copyright, trademark Intellectual Property Rights that are Supplied by or other intellectual property right, (iii) any Claim resulting from on behalf of the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, Contractor pursuant to this Agreement including any Claims asserted costs and expenses incurred in defending a claim for infringement and in obtaining such rights, replacement rights or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted modifications to the existing rights so as to eliminate or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding avoid the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldinfringement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesThe Developer shall indemnify and keep indemnified and other wise hold harmless, obligations and out-of-pocket expensesthe NRDA, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, from and against all liabilitiesclaims, lossesdemands made against and/or loss caused and/or damages suffered and/or cost, damages, actions, suits, demands, claims of charges/expenses incurred to and/or penalty levied and/or any kind and nature (including claims relating claim due to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and/or loss or damage caused or suffered to property owned or belonging to the NRDA, its agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Developer or as a result of failure on the part of the Developer to perform any of its obligations under this agreement or on the Developer committing breach of any of the terms and conditions of this Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or employee its employees or any third party or Government Authority or as a result of Borrowerany failure or negligence or default of the Developer or its Contractor(s), sub-contractor(s) or employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Developer's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the Project Without limiting the generality of Article 18.1 the Developer shall fully indemnify and defend NRDA including its officers, servants and agents (eachthe "NRDA Indemnified Persons") from and against any and all loss and damages arising out of or with respect to (a) failure of the Developer to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Developer, Developers, suppliers and representatives, income or other taxes required to be Paid by the Developer without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its Contractors which are payable by the Developer or any of its Contractors. Without limiting the generality of the provisions of this Article 18, the Developer shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or apy by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer's Developers in performing the Developer's obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a “Claim”)temporary restraint order or preliminary injunction is granted, directly the Developer shall make every reasonable effort, by giving a satisfactory bond or indirectly relating otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the infringing work. If the Developer is unable to secure such license within a reasonable time, the Developer shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the same so that it becomes non-infringing. In the event that NRDA receives a claims from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 ("Indemnified Party") it shall notify the Developer ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the use Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the proceeds of the Loans or otherwisefull extent provided by this Article 18, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity Indemnifying Party shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductbe entitled, at its sole option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenseexpenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the entire defense of Lenderloss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Article 18.2.1, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower the Indemnified Party shall not be entitled to settle or compromise any Claim against claim, action suit or involving Lender proceeding without first obtaining Lender’s the prior written consent thereto, of the Indemnifying Party (which consent shall not be unreasonably withheld.unreasonable withheld or delayed). If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless:

General Indemnity. Borrower agrees upon demand to pay or reimburse The Company shall indemnify the Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successorsthe Lender's directors, assignsofficers, employees, agents, attorneys, accountants, consultants and each Person, if any, who controls the Lender (each Lender and each of such directors, officers, directorsemployees, equity holdersagents, servantsattorneys, agents accountants, consultants and employees (control Persons is referred to as an "INDEMNIFIED PARTY") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the collateral under the Credit Documents or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; PROVIDED, HOWEVER, that the foregoing indemnity shall not apply to litigation commenced by the Company against the Lender which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and nature (including claims relating is determined adversely to environmental discharge, cleanup the Lender in a final nonappealable judgment or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees claims, damages, liabilities and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting expenses result from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s Indemnified Party's own gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower 30.1.1 The Operator shall indemnify, reimburse defend, save and hold Lenderharmless the Authority and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Operator of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Operator to the Authority or to Authority Indemnified persons, or from any act or omission of the Operator arising out of negligence, fraud or wilful misconduct resulting in harm, loss, damage, bodily injury or sickness to a person or harm, loss, damage to any property, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to such act or omission, or breach or default of this Agreement on the part of the Authority Indemnified Persons. 30.1.2 The Authority shall indemnify, defend, save and hold harmless the Operator against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatsoever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of (a) defect in title and/or the use rights of the proceeds of Authority in the Loans or otherwiseland comprised in the Site, and/or (b) breach by the falsity Authority of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Operator of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Documentrelated agreement, and/or breach of its statutory duty on the part of the Operator, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Operator. The foregoing indemnity For avoidance of doubt any Liabilities which arose due to negligence in the obligations of the existing operator shall covernot affect the existing Operator in this agreement. 30.2 Indemnity by the Operator 30.2.1 Without limiting the generality of Article 30.1, without limitationthe Operator shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (ia) any Claim Failure of the Operator to comply with Applicable Laws and Applicable Permits; (b) Payment of taxes required to be made by the Operator in connection with a design respect of the income or other defect taxes of the Operator ’s contractors, suppliers and representatives; or (latent c) Non-payment of amounts due as a result of materials or patent) in any item of equipment or product included in services furnished to the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from Operator by its contractors/vendors which are payable by the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement Operator or any Landlord Agreement; providedof its contractors. (d) its omissions or acts of fraud, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful and wilful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.;

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesEach Lease is a net lease. Therefore, obligations Lessee shall indemnify Lessor and out-of-pocket expenses, including Lender’s Expenses its successors and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, assigns and each of its respective successors, assigns, their agents, attorneys, officers, directors, equity holdersmembers, servantsmanagers, agents affiliates and employees (each an “Indemnified PersonIndemnitee”) against, and hold each such Indemnitee harmless from and against any and all liabilitiesClaims (other than to the extent such a Claim (i) results from the gross negligence or willful misconduct of such Indemnitee, (ii) is caused by or is attributable to Lessor’s breach of its express obligations or representations under this Lease, unless such breach is caused or results from a Default, (iii) is caused by or attributable to any voluntary sale, assignment, transfer or other disposition by such Indemnitee of the Equipment or any interest therein that is not a replacement thereof under this Lease or is otherwise not contemplated under the Lease, unless such sale, transfer or other disposition has resulted from or occurred following an Event of Default, (iv) is a claim which is expressly to be borne by Lessor under the terms of the Lease, (v) arises as a result of a Lessor’s Lien or (vi) comprises of any amounts ordinarily payable by Lessor under or in connection with any financing or refinancing of the Equipment), by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, including Claims arising on account of any Lease or the Equipment, or any part thereof, including the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Lease hereunder with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee), any claim in tort for negligence or strict liability, any claim for patent, trademark or copyright infringement, any claim for the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment or any item thereof, any claim arising from breach of any environmental law, or for whatever other reason whatsoever. It is the express intention of both Lessor and Lessee that the indemnity provided for in this Section includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees’ own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the Indemnitees are strictly liable. Lessor or the Indemnitee affected thereby, shall give Lessee prompt notice of any Claim hereby indemnified against and, subject to the rights of insurers under any applicable policies of insurance, Lessee shall be entitled to control the defense thereof, so long as no payment default, bankruptcy or insolvency default or Event of Default has occurred and is then continuing and such Claim does not involve the possibility of criminal sanctions on any Indemnitee. For the purposes of this Lease, the term “Claims” shall mean all claims, allegations, harmx, xxdgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, damagespenalties, actionsfines, suits, demands, claims of any kind and nature liabilities (including claims relating to environmental discharge, cleanup or compliancestrict liability), all costs and expenses whatsoever to the extent they may be charges that any Indemnitee has incurred or suffered by such Indemnified Person for which it is responsible, in connection therewith the nature of interest, Liens (other than Lessor’s Liens), and costs (including reasonable attorneys’ fees and expensesdisbursements and any other reasonable legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or incurred in enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), finesof whatever kind or nature, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans contingent or otherwise, the falsity of matured or unmatured, foreseeable or unforeseeable, by or against any representation person or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreemententity; provided, however, Borrower Lessee’s indemnity obligation under this Section 15 shall exclude (a) any Claims that arise after Lessor or Lessor’s purchaser or lessee has taken possession of the Equipment after termination of the Lease and which are not indemnify Lender related to any act or omission of Lessee, (b) Claims for any liability incurred taxes (it being agreed that Lessee’s indemnification obligations with respect to taxes are set forth in Sections 12 and 16), (c) Claims expressly excluded as set forth hereinabove. For avoidance of doubt, the indemnity is not limited to claims by Lender as third parties (other than ordinary and usual operating and overhead expenses). The provisions of this Section 15 with regard to matters arising during a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities Lease Term shall continue in full force and effect, notwithstanding survive the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsuch Lease.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the Authority and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) or any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Authority Indemnified Persons. The Authority will indemnify, defend, save and hold harmless the Concessionaire against defect in title and/or the rights of the Concessionaire in the land comprised in the Site, and/or any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature arising out of breach by the Authority of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Concessionaire. Indemnity by the Concessionaire Without limiting the generality of Clause 24.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all liabilitiesloss and/or damages arising out of or with respect to: failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; payment of taxes, losseslevies, damagesfees and any other statutory dues required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire‟s contractors, suppliers and representatives; or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. Without limiting the generality of the provisions of this Article 24, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, suitsclaims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any kind and nature (including claims relating domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to environmental dischargeany materials, cleanup information, design or compliance), all costs and expenses whatsoever process used by the Concessionaire or by the Concessionaire‟s Contractors in performing the Concessionaire‟s obligations or in any way incorporated in or related to the extent they may be incurred Project. If in any such suit, action, claim or suffered proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such Indemnified Person in connection therewith (including suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable attorneys’ fees effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and expenses)without impairing the Specifications and Standards, fineseither replace the affected work, penalties (and other charges or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing. The Concessionaire shall indemnify the Authority against all claims whatsoever arising out of any applicable Governmental Authority), licensing fees relating to any item Statute/Law in force in respect of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), the personnel engaged by him directly or indirectly relating for the Project. Notice and contest of claims In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 24 (the “Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of Claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the use Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the proceeds of the Loans or otherwisefull extent provided by this Article 24, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity Indemnifying Party shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conductbe entitled, at its sole option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expense, expenses incurred by the entire defense Indemnified Party prior to the assumption by the Indemnifying Party of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a)such defence. Borrower The Indemnifying Party shall not be entitled to settle or compromise any Claim against claim, demand, action, suit or involving Lender proceeding without first obtaining Lender’s the prior written consent theretoof the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 24.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party exercises its rights under Clause 24.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 24.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. No consequential claims Notwithstanding anything to the contrary contained in this Article 24, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement. Survival on Termination The provisions of this Article 24 shall survive Termination.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower The Concessionaire shall indemnify, reimburse defend, save and hold Lenderharmless MCGM and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Procurer owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Procurer Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services to MCGM or sale by the Concessionaire to any Buyer or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of MCGM Indemnified Persons. MCGM shall indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity breach by MCGM of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Lenders’ Expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender Lenders for any liability to the extent incurred by Lender as a direct and sole result of Lender’s Lenders’ gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of such Lender, each of its members, partners, and each of their its respective, agentsAgents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving any Lender without first obtaining such Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand Subject to pay or reimburse Lender for all liabilitiesSection 9.1, obligations SPEED and outRonaxx, jointly and severally, agree to indemnify, defend and hold harmless KDTI-of-pocket expenses, including Lender’s Expenses NY and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsKDTI, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holdersemployees and agents, servantsand any of their successors and assigns (collectively, agents and employees (each an “"KDTI Indemnified Person”Parties") harmless from and against any and all losses, liabilities, losses, damages, actions, suitsdeficiencies, demands, claims claims, actions, judgments or causes of any kind action, assessments, costs or expenses (including, without limitation, interest, penalties and nature reasonable attorneys' fees and disbursements) (including claims relating to environmental discharge, cleanup or compliance"Claims"), all costs and expenses whatsoever to the extent they may be whether such Claims are incurred in KDTI-NY's or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)KDTI's disputes with SPEED or Ronaxx xx involving third-party claims against KDTI-NY or KDTI, finesbased upon, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use or otherwise in 64 72 respect of the proceeds of the Loans (i) any inaccuracy in or otherwise, the falsity any breach of any representation representation, warranty, covenant or warranty agreement of Borrower SPEED or Borrower’s failure to comply with the terms of Ronaxx xxxtained in this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the CollateralOther Documents, (ii) any Claim for infringement of any patent, copyright, trademark Excluded Liability or other intellectual property right, (iii) any Claim resulting from based upon the presence on operation of the SPEED Business prior to the Closing Date. In addition, Ronaxx xxxll indemnify and hold harmless KDTI, each director of KDTI, each officer of KDTI who shall sign the Registration Statement and any Person who controls KDTI within the meaning of the Securities Act, against any and all Claims to which any of the foregoing Persons may become subject under the Securities Act or under otherwise, insofar as such Claims arise out of or the escape, seepage, leakage, spillage, discharge, emission are based upon an untrue statement or release alleged untrue statement of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in torta material fact contained in, or (v) omission or alleged omission of a material fact from, the Registration Statement, any Claim asserted as to preliminary prospectus or arising under any Account Control Agreement final prospectus contained therein, or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence amendment or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent supplement thereto, which consent shall not be unreasonably withheldor any document incident to the registration or qualification of the Shares in reliance upon and in conformity with written information furnished to KDTI by Ronaxx xxxely for use in the preparation thereof ("SPEED Securities Claims").

General Indemnity. Borrower agrees upon demand Subject to pay the waiver of claims set forth in Section 4.05, except to the extent arising from a breach of this Lease by Landlord or reimburse Lender for all liabilitiesthe negligent acts or willful misconduct of Landlord or Landlord’s agents, obligations contractors or employees, Tenant shall defend, indemnify and out-of-pocket expenseshold harmless Landlord, including LenderLandlord’s Expenses and reasonable fees and expenses lenders, Landlord’s managing agent, The Prudential Life Insurance Company of counsel for Lender from time to time arising in connection with America, PGIM, Inc. PRISA II LHC, LLC, the enforcement or collection association of sums due under the Loan Documents, and in connection with any amendment or modification unit owners of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnifyReservoir Xxxxx Primary Condominium and their respective partners, reimburse and hold Lendermembers, and each of its respective successors, assigns, agents, attorneysmanagers, officers, directors, equity holders, servants, agents and employees (each an the “Indemnified PersonIndemnitees”) harmless from and against any and all claims, demands, liabilities, losses, damages, judgments, orders, decrees, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)proceedings, fines, penalties penalties, costs and expenses, including without limitation, court costs and attorneys’ fees, (and other charges of any applicable Governmental Authority), licensing fees x) arising from or relating to any item of Collateral, damage to or third party claim for loss of use of life, or damage or injury to a person or property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borroweri) (each, a “Claim”), directly or indirectly relating to occurring in the Building or arising out of the use of the proceeds common areas and other areas appurtenant to the Premises outside of the Loans Building by Tenant, or otherwiseits agents, employees, or contractors or anyone claiming by or through Tenant (including without limitation in the falsity exercise of any representation or warranty rights of Borrower or Borrower’s failure Tenant pursuant to comply with Section 3.03 of the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the CollateralLease), (ii) caused by any Claim for infringement negligent act or omission or violation of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased this Lease by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortTenant, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directorsor contractors or anyone claiming by or through Tenant, officersor (y) arising out the exercise of Tenant’s rights under Section 14.07(b) (including without limitation any claim by another tenant in the Building that such exercise resulted in a default under its lease). Subject to the waiver of claims set forth in Section 4.05, equity holdersexcept to the extent arising from a breach of this Lease by Tenant or the negligent acts or willful misconduct of Tenant or Tenant’s agents, successors contractors or employees, Landlord shall defend, indemnify and assigns hold harmless Tenant from and against any indemnified Claim described in and all claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and attorneys’ fees, arising from or relating to any third party claim for loss of life, or damage or injury to a person or property caused by any negligent act or omission or violation of this Section 10.3(a). Borrower shall not settle Lease by Landlord, its agents, employees, or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldcontractors.

General Indemnity. The Borrower agrees upon demand to pay or reimburse and each Subsidiary Guarantor shall jointly and severally indemnify and hold harmless the Administrative Agent, the Lead Arranger and each Lender for and the Designated Letter of Credit Issuer, and the respective directors, officers, employees and Affiliates thereof, from and against any and all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesobligations, losses, damages, penalties, actions, judgments, suits, demandscosts, claims expenses and disbursements of any kind or nature whatsoever including, without limitation, reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel and settlements costs, cleanup or compliance), all costs and expenses whatsoever to the extent they which may be imposed on, incurred by, or suffered by such Indemnified Person asserted against the Administrative Agent, the Lead Arranger, any Lender or the Designated Letter of Credit Issuer, or the respective directors, officers, employees and Affiliates thereof in connection therewith with any investigative, administrative or judicial proceeding (including reasonable attorneys’ fees and expenses)whether the Administrative Agent, finesthe Lead Arranger, penalties (and other charges such Lender or the Designated Letter of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to Credit Issuer is or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borroweris not designated as a party thereto) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in torttransactions contemplated thereby, or (v) any Claim asserted as actual or proposed use of proceeds hereunder or thereunder, except that neither the Administrative Agent, the Lead Arranger, any Lender nor the Designated Letter of Credit Issuer, nor any such directors, officers, employees and Affiliates thereof shall have the right to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender be indemnified hereunder for any liability incurred by Lender as a direct and sole result of Lender’s its own gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination misconduct as determined by a court of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldcompetent jurisdiction.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower The Concessionaire shall indemnify, reimburse defend, save and hold Lender, harmless NMMC and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an the “NMMC Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services to NMMC or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of NMMC Indemnified Persons. NMMC shall indemnify, defend, save and hold harmless the Concessionaire and its officers, servants, agents, employees and partners against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity breach by NMMC of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan DocumentDocument during the Term. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower (a) Lessee agrees to indemnify, on an after - Tax basis, Lessor (both in its individual capacity and as Trustee under the Trust Agreements), Owner Participant and each of its members, AMP Investments, L.L.C. and each of its members, and their respective Affiliates, successors and permitted assigns, and each of their respective officers, directors, employees, and agents (each, an "Indemnified Person") and hold each of them harmless from and against any and all liabilities (including without limitation liability in tort), losses, obligations, claims (including injury to third Persons or property of third Persons) damages, penalties, causes of action, suits, costs and expenses (including attorneys' fees and expenses) or judgments of any nature that may be incurred by any such Indemnified Person (but, with respect to any particular Indemnified Person, excluding any such Claims (x) to the extent incurred by reason of or arising as a result of the gross negligence or willful misconduct of such Indemnified Person, and (y) that are in the nature of Taxes) arising out of, resulting from or relating to any matter arising out of or relating to any Aircraft, any Engine or any Part, this Agreement (and any Individual Leasing Records incorporating this Agreement), or any subleases, including, but not limited to: (i) the ordering, delivery, nondelivery, acquisition, rejection, installation, possession, titling, registration, reregistration, custody by Lessee of title and registration documents, manufacture (including any claim based upon demand any infringement or alleged infringement of patent or any other right), use, nonuse, misuse, transportation, storage, maintenance, modification, alteration, repair, control or disposition (unless such disposition is made voluntarily by Lessor, and no Event of Default with respect to pay the Aircraft being disposed of has occurred and is continuing at the time of such disposition) of all or reimburse Lender for any Part of any Aircraft, any Engine or any portion thereof; or (ii) any violation or alleged violation by Lessee of (a) any provision of or transaction contemplated by this Agreement, the applicable Lease or of any contract or agreement to which Lessee is a party or by which it is bound (including the breach or inaccuracy of any of the representations or warranties of Lessee set forth in this Agreement or any ILR), or (b) any applicable law or governmental rule or regulation applicable at any time to any Aircraft or any action or transaction by Lessee with respect thereto or pursuant to this Agreement; or (iii) all liabilities, obligations and additional reasonable out-of-pocket expensescosts or expenses incurred by any Indemnified Person solely as a result of having to qualify to do business in any jurisdiction solely due to the use, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement presence or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims location of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by Aircraft in such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldjurisdiction.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsDebtor hereby assumes liability for, and in connection with does hereby agree, whether or not any amendment or modification of the Loan Documents transactions contemplated hereby, by the Security Instruments or any “work-out” in connection with the Loan Documents. Borrower shall Notes are consummated, to indemnify, reimburse protect, save, defend and hold Lender, harmless Secured Party and each of its respective officers, directors, stockholders, successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees servants (for purposes of this Article VI, each an “Indemnified Person”of the foregoing may be referred to individually as a "Beneficiary") harmless from and against any and all obligations, fees, liabilities, losses, damages, penalties, claims, demands, actions, suits, demandsjudgments, claims costs and expenses, including, without limitation, reasonable legal fees and expenses, of any every kind and nature (including claims relating to environmental dischargewhatsoever imposed on, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)by, or bodily injury to or death of asserted against any person (including Beneficiary, in any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising out of (a) the use of the proceeds of the Loans manufacture, construction, ordering, purchase, acceptance or otherwiserejection, the falsity financing, ownership, titling or retitling, registration or re-registration, acceptance, leasing, subleasing, possession, use, operation, maintenance, storage, removal, sale, delivery or other disposition of any representation or warranty item of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverEquipment, including, without limitation, any of such as may arise from (i) loss or damage to any Claim in connection with a design property or other defect death or injury to any person, (ii) patent or latent or patent) defects in any item of equipment Equipment (whether or product included in the Collateral, (ii) not discoverable by Debtor or any Claim for infringement of any patent, copyright, trademark or other intellectual property rightBeneficiary), (iii) any Claim resulting from the presence claims based on strict liability in tort or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Lawotherwise, (iv) any Claim for negligence claims based on patent, trademark or strict or absolute liability in tort, or copyright infringement and (v) any Claim asserted as to or claims based on liability arising under the applicable environmental or noise or pollution control law or regulation or (b) any Account Control Agreement failure on the part of Debtor to perform or comply with any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for of the terms of the Security instruments or the Notes or (c) any liability incurred by Lender as a direct and sole result of Lender’s gross negligence Security Instrument or willful misconductthe Notes. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent Debtor shall not be unreasonably withheldrequired to indemnify any Beneficiary for any claims resulting from acts which would constitute the willful misconduct or gross negligence of such Beneficiary. Debtor shall give Secured Party prompt notice of any occurrence, event or condition known to Debtor as a consequence of which any Beneficiary is or is reasonably likely to be entitled to indemnification hereunder. Debtor shall promptly upon demand of any such Beneficiary reimburse such Beneficiary for amounts expended by it in connection with any of the foregoing or pay such amounts directly. Debtor shall be subrogated to a Beneficiary's rights in any matter with respect to which Debtor has actually reimbursed such Beneficiary for amounts expended by it or has actually paid such amounts directly pursuant to this Section 6.1. In case any action, suit or Proceeding is brought against any Beneficiary in connection with any claim indemnified against hereunder, such Beneficiary will, after receipt of notice of the commencement of such action, suit or Proceeding, notify Debtor thereof, enclosing a copy of all papers served upon such Beneficiary. Debtor may, and upon any Beneficiary's request will, at Debtor's expense, resist and defend such action, suit or Proceeding, or cause the same to be resisted or defended by counsel selected by Debtor and reasonably satisfactory to such Beneficiary and in the event of any failure by Debtor to do so, Debtor shall pay ail costs, fees and expenses (including, without limitation, reasonable attorney's fees and expenses) incurred by such Beneficiary in connection with such action, suit or Proceeding.

General Indemnity. Borrower agrees upon demand In addition to pay or the Company’s agreement to reimburse Lender the Agent and the Lenders for all liabilities, obligations and outOut-of-pocket expensesPocket Expenses, including Lender’s Expenses but without duplication, the Company hereby agrees to indemnify the Agent and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holdersemployees, servantsattorneys and agents (each, agents and employees (each an “Indemnified PersonParty”) from, and to defend and hold each Indemnified Party harmless from against, any and against all losses, liabilities, lossesobligations, claims, actions, judgments, suits, damages, actionspenalties, suitscosts, demandsfees, claims expenses (including reasonable attorney’s fees) of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they which at any time may be imposed on, incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)by, or bodily injury to or death of asserted against, any person Indemnified Party: (including any agent or employee of Borrowera) (each, as a “Claim”), directly or indirectly relating to or arising out result of the use Agent’s or the Lenders, exercise of the proceeds of the Loans (or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms exercise) any of this Agreement or any other Loan Document. The foregoing indemnity shall covertheir respective rights and remedies hereunder, including, without limitation, (i) any Claim in connection with a design sale or other defect (latent or patent) in any item transfer of equipment or product included in the Collateral, (ii) any Claim the preservation, repair, maintenance, preparation for infringement sale or securing of any patentCollateral, copyrightand (iii) the defense of the Agent’s interests in the Collateral (including the defense of claims brought by the Company, trademark as a debtor-in-possession or other intellectual property rightotherwise, any secured or unsecured creditors of the Company, or any trustee or receiver in bankruptcy); (b) as a result of any environmental pollution, hazardous material or environmental clean up relating to the Real Estate, the Company’s operation and use of the Real Estate, and the Company’s off site disposal practices; (c) arising from or relating to (i) the maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any Claim resulting from action taken (or failure to act) by any Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the presence on Company and relating to or under connected with this Financing Agreement or any of the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, other DIP Financing Documents; or (ive) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as otherwise relating to or arising under any Account Control out of the transactions contemplated by this Financing Agreement and the other DIP Financing Documents and the Financing Order, or any Landlord Agreementaction taken (or failure to act) by any Indemnified Party with respect thereto; provided, however, Borrower shall provided that an Indemnified Party’s conduct in connection with the any of the foregoing matters does not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s constitute gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.misconduct (IT BEING INTENDED THAT AN INDEMNIFIED PARTY’S ORDINARY NEGLIGENCE SHALL BE SUBJECT TO

General Indemnity. Borrower agrees upon demand Subject to pay the waiver of claims set forth in Section 4.05, except to the extent arising from a breach of this Lease by Landlord or reimburse Lender for all liabilitiesthe negligent acts or willful misconduct of Landlord or Landlord’s agents, obligations contractors or employees, Tenant shall defend, indemnify and out-of-pocket expenseshold harmless Landlord, including LenderLandlord’s Expenses and reasonable fees and expenses lenders, Landlord’s managing agent, The Prudential Life Insurance Company of counsel for Lender from time to time arising in connection with America, the enforcement or collection association of sums due under the Loan Documents, and in connection with any amendment or modification unit owners of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnifyReservoir Xxxxx Primary Condominium and their respective partners, reimburse and hold Lendermembers, and each of its respective successors, assigns, agents, attorneysmanagers, officers, directors, equity holders, servants, agents and employees (each an the “Indemnified PersonIndemnitees”) harmless from and against any and all claims, demands, liabilities, losses, damages, judgments, orders, decrees, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)proceedings, fines, penalties penalties, costs and expenses, including without limitation, court costs and attorneys’ fees, (and other charges of any applicable Governmental Authority), licensing fees x) arising from or relating to any item of Collateral, damage to or third party claim for loss of use of life, or damage or injury to a person or property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borroweri) (each, a “Claim”), directly or indirectly relating to occurring in the Premises or arising out of the use of the proceeds common areas of the Loans Property by Tenant, or otherwiseits agents, the falsity of any representation employees, or warranty of Borrower contractors or Borrower’s failure to comply with the terms of this Agreement anyone claiming by or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateralthrough Tenant, (ii) caused by any Claim for infringement negligent act or omission or violation of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased this Lease by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortTenant, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directorsor contractors or anyone claiming by or through Tenant, officersor (y) arising out the exercise of Tenant’s rights under Section 14.07(b) (including without limitation any claim by another tenant in the Building that such exercise resulted in a default under its lease). Subject to the waiver of claims set forth in Section 4.05, equity holdersexcept to the extent arising from a breach of this Lease by Tenant or the negligent acts or willful misconduct of Tenant or Tenant’s agents, successors contractors or employees, Landlord shall defend, indemnify and assigns hold harmless Tenant from and against any indemnified Claim described in and all claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and attorneys’ fees, arising from or relating to any third party claim for loss of life, or damage or injury to a person or property caused by any negligent act or omission or violation of this Section 10.3(a). Borrower shall not settle Lease by Landlord, its agents, employees, or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldcontractors.

General Indemnity. Borrower (a) Except as otherwise provided herein, Seller hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse defend and hold Lenderharmless Buyer and its partners, and each of its respective successors, assigns, agents, attorneysowners, officers, directors, equity holdersemployees and agents from, servantsagainst and in respect of any and all losses, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, lossesdamages, damagescompensation, injuries, costs, claims, actions, suits, demandscauses of action, claims judgments, amounts paid in settlement, interest, penalties, assessments and expenses (including, without limitation, reasonable attorneys‘ fees) of any every kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be character incurred or suffered brought by such Indemnified Person a third party, resulting from, incurred in connection therewith (including reasonable attorneys’ fees and expenses)with, fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans (i) any inaccuracy in or otherwise, the falsity breach of any representation representation, warranty, or warranty covenant, of Borrower Seller contained in or Borrower’s failure made pursuant to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverinaccuracy in or breach of any representation, without limitationwarranty, (i) covenant, obligation or agreement of Seller contained in or made pursuant to any Claim agreement delivered or entered into by Seller in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateralthis Agreement, and (ii) any Claim for infringement the gas purchased hereunder prior to its delivery at the Points of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord AgreementDelivery; provided, however, Borrower that Seller’s liability for failure to deliver gas shall not indemnify Lender for any liability incurred by Lender as a direct be limited to Section 4.3. (b) Buyer hereby agrees to indemnify, defend and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force hold harmless Seller and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respectiveowners, agents, employeesofficers, directors, officersemployees and agents from, equity holdersagainst and in respect of any and all losses, successors liabilities, damages, compensation, injuries, costs, claims, actions, suits, causes of action, judgments, amounts paid in settlement, interest, penalties, assessments and assigns against expenses (including, without limitation, reasonable attorneys‘ fees) of every kind and character incurred or brought by a third party other than an affiliate resulting from, incurred in connection with, or arising out of (i) any indemnified Claim described inaccuracy in or breach of any representation, warranty, or covenant, of Buyer contained in or made pursuant to this Agreement or any inaccuracy in or breach of any representation, warranty, covenant, obligation or agreement of Buyer contained in or made pursuant to any agreement delivered or entered into by Buyer in connection with this Agreement and (ii) the gas purchased hereunder after its delivery at the Points of Delivery; provided, however, that Buyer‘s liability for failure to purchase gas shall be limited to Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld4.4.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall 13.1.1 The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the MUNICIPAL CORPORATION / MUNICIPALITY and APUFIDC and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire to any User or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the MUNICIPAL CORPORATION / MUNICIPALITY Indemnified Persons. 13.1.2 The MUNICIPAL CORPORATION / MUNICIPALITY will indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of (i) defect in title and/or the use rights of the proceeds of MUNICIPAL CORPORATION / MUNICIPALITY in the Loans or otherwiseland comprised in the Site, and/or (ii) breach by the falsity MUNICIPAL CORPORATION / MUNICIPALITY of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Concessionaire of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Concessionaire, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Concessionaire.

General Indemnity. Borrower agrees upon demand Without limiting any other rights which any such Person may have hereunder or under applicable law, each of Guarantor and the Seller hereby agrees, jointly and severally, to pay or reimburse Lender for indemnify each of the Administrative Agent, Purchaser, BASI, each Program Support Provider, BofA, each of BofA's Affiliates, their respective successors, transferees, participants and assigns and all liabilitiesofficers, obligations directors, shareholders, controlling persons, employees and out-of-pocket agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including Lender’s Expenses and reasonable attorneys' fees and expenses disbursements (all of counsel for Lender the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Agreement Document or the ownership or funding of any Undivided Interest or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from time to time arising gross negligence or willful misconduct on the part of the Administrative Agent, Purchaser or such Indemnified Party and (b) recourse (except as otherwise specifically provided in Article II of this Agreement in connection with the enforcement or collection calculation of sums due under Undivided Interests) for Defaulted Receivables. Without limiting the Loan Documentsforegoing, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successorsGuarantor and the Seller hereby agrees, assignsjointly and severally, agents, attorneys, officers, directors, equity holders, servants, agents and employees (to indemnify each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Party for Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or Amounts arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.relating to:

General Indemnity. Borrower One percent (1%) of the amount to be paid under this Agreement represents specific consideration to Contractor for the indemnification provided pursuant to this Agreement. (a) To the fullest extent permitted by law, Contractor agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify, obligations and out-of-pocket expensesdefend, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsrelease, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnifyhold harmless Company, reimburse its parent and hold Lenderaffiliate companies, and each of its respective partners, successors, assigns, agents, attorneyslegal representatives, officers, directors, equity holdersshareholders, servantsinsurers, agents and employees (each an “Indemnified Person”) harmless collectively "Indemnitees"), from and against any and all liabilitiesclaims, demands, losses, damages, actionscauses of action, suitssuits and liabilities of every kind, demandsincluding all expenses of litigation, claims of any kind court costs, and nature (including claims relating to environmental dischargeattorney's fees, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily for injury to or death of any person person, or for loss or damage to any property (including without limitation, claims for pollution and environmental damage), any agent civil or employee of Borrower) (eachcriminal fines or penalties, a “Claim”)discovered or undiscovered, directly or indirectly relating arising or alleged to or arising arise out of or in any way incidental to the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms performance of this Agreement or any Work performed hereunder (collectively "Liabilities"), even though caused by or arising from the active or passive, joint or concurrent (but excepting sole) negligence, breach of contract or other Loan Documentlegal duty, or fault of any Indemnitee. The foregoing This indemnity includes Contractor's agreement to pay all costs and expenses of defense, including without limitation attorneys' fees, incurred by any Indemnitee. This indemnity shall coverapply, without limitationlimitation to any "Liabilities" imposed on any party indemnified hereunder as a result of any statute, rule, regulation or theory of strict liability including, but not limited to, strict products liability or strict statutory liability. Contractor expressly assumes the entire liability pursuant to this indemnification paragraph for any and all "Liabilities" arising in favor of any third party or governmental agency or entity, the parties hereto, their employees and their employees' representatives and beneficiaries. This indemnification shall not be limited to damages, compensation, or benefits payable under insurance policies, workers' compensation acts, disability benefit acts, or other employees' benefit acts. Although Contractor has caused the Indemnitees to be named as additional insured under Contractor's policies of insurance, Contractor's liability under this indemnification provision shall not be limited to the liability limits set forth in such policies. (b) Contractor further agrees, except as may be otherwise specifically provided herein, that the obligation of indemnification hereunder shall include, but not be limited to, the following: (i) Liens by third persons against the Indemnitees and their property, because of labor, services, materials, or any Claim other type of lien, furnished to Contractor, its assignees or subcontractors, in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, Work performed by Contractor hereunder. (ii) any Claim for infringement of any patentExpenses, copyrightclaims, trademark fines, and penalties or other intellectual property rightenforcement charges, (iii) any Claim resulting from the presence on failure of Contractor to abide by any and all valid and applicable laws, rules or under regulations of governmental authority with jurisdiction. Contractor shall waive and release, and does hereby waive and release, any and every mechanic's lien or right of lien which accrues to it at any time upon any real estate, building or structure of the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortIndemnitees, or if Work is to be performed on property of third parties, every mechanic's lien or right of lien which accrues to it upon any real estate, building or structure of such third parties, as a result of the performance of the Work. It is understood and agreed by Contractor that in the event any Indemnitee is made a defendant in any suit, action or proceeding for which it is indemnified pursuant to this Agreement (v) "Claim"), and Contractor fails or refuses to assume the defense thereof, after having been notified by Company to do so, that said Indemnitee may compromise and settle or defend any Claim asserted as such Claim, and Contractor shall be bound and obligated to reimburse said Indemnitee for the amount expended by Indemnitee in settling and compromising any such Claim, or arising under for the amount expended by Indemnitee in paying any Account Control Agreement or any Landlord Agreement; providedjudgment rendered therein, however, Borrower shall not indemnify Lender for any liability together with all reasonable attorneys' fees incurred by Lender Indemnitee for defense or settlement of such Claim. Any judgment rendered against Indemnitee or amount expended by Indemnitee in compromising or settling such Claim shall be conclusive as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding determining the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, amount for which consent shall not be unreasonably withheldContractor is liable to reimburse Indemnitee hereunder.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses Lenders’ expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under this Note or the Loan DocumentsCredit Agreement, and in connection with any amendment or modification of the Loan Documents such documents or any “work-out” in connection with the Loan Documentssuch documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, fines or penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrowergovernmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under Note or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Credit Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this AgreementNote. Upon Lender’s Lenders’ written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderLenders, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a)Section. Borrower shall not settle or compromise any Claim against or involving Lender Lenders without first obtaining Lender’s Lenders’ written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations 10.1 The Seller will indemnify and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with hold the enforcement or collection of sums due under the Loan Documents, Purchaser harmless against and in connection with respect of: (a) any amendment and all damage, loss, liability or modification deficiency resulting from any misrepresentation, breach of representation or warranty under Section 6 or nonfulfillment of any covenant or agreement on the part of the Loan Documents Seller to be performed or observed (other than performance of any “work-out” covenant or agreement assigned to Purchaser pursuant to this Purchase Agreement); or from any misrepresentation in connection with or omission from any Exhibit or other written statement, list, certificate or instrument furnished to Purchaser by the Loan Documents. Borrower shall indemnify, reimburse Seller pursuant to this Purchase Agreement; and (b) any and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, claims, proceedings, investigations, audits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)assessments, fines, penalties (judgments, costs and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property expenses (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall coverincluding, without limitation, reasonable audit and legal fees) incident to any of the foregoing. 10.2 The Purchaser will indemnify and hold the Seller harmless against and in respect of: (ia) any Claim and all damage, loss, liability or deficiency resulting from any misrepresentation, breach of representation or warranty under Section 8; (b) any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incident to the foregoing. 10.3 MEI will indemnify and hold Seller harmless against and in connection with a design respect of; (a) any and all damages, loss, liability or other defect (latent or patent) in deficiency resulting from MEI's failure to satisfy any item of equipment or product included liability set forth in the Collateral, Disclosure Exhibit or reflected or reserved against in the Financials; and (iib) any Claim and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) resulting therefrom. 10.4 The indemnifying party shall satisfy any and all claims for infringement indemnification properly asserted by the indemnified party pursuant to this Section 10 within forty-five (45) days after receipt of written notice of such claim for indemnification. 10.5 The indemnified party shall notify the indemnifying party of any patent, copyright, trademark claim or other intellectual property right, (iii) any Claim resulting from demand by a third party which the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as indemnified party has determined has given rise to or arising under any Account Control Agreement could reasonably give rise to a claim for indemnification and the indemnifying party shall have a reasonable time (not to exceed ten days) after receipt of such notice in which to retain counsel satisfactory to the indemnified party to defend such third party claim or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result demand on behalf of Lender’s gross negligence or willful misconductthe indemnified party. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseIf satisfactory counsel is so obtained, the entire indemnified party shall make available to the indemnifying party and its agents and representatives all records and other materials which are reasonably required in the defense of Lendersuch third party claim or demand and shall otherwise cooperate with and assist the indemnifying party in the defense of such third party claim or demand; and so long as the indemnifying party is defending such third party claim or demand in good faith, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any the indemnified Claim described in this Section 10.3(a). Borrower party shall not settle or compromise such third party claim or demand. If the indemnifying party fails to retain counsel to defend such third party claim or demand in good faith, the indemnified party shall have the right, but not the obligation, to defend, settle or compromise such third party claim or demand. If the indemnifying party fails to defend in good faith any Claim third party claim or demand for which the indemnified party is entitled to indemnification hereunder, the indemnifying party shall pay all legal fees and other costs and expenses incurred by the indemnifying party as same become due and the indemnifying party shall pay on demand any judgment or other resulting obligation of such third party claim or demand. 10.6 Any claim made pursuant to this Section 10 must be made in writing on or before the third anniversary of the satisfaction of Condition 2. No indemnifying party shall have any liability under this Section 10 until the aggregate of all claims exceeds $10,000, and in no event shall Seller's liability exceed the Purchase Price, Purchaser's liability exceed $50,000 or MEI's liability exceed the amount of any liabilities reserved or reflected in the Financials or disclosed in the Disclosure Exhibit. 10.7 Upon payment of any indemnity pursuant to this Section 10 the indemnifying party shall be subrogated to any rights of the the indemnified party in respect of the matter against which such indemnity was given. Nothing contained in this Section 10 or involving Lender without first obtaining Lender’s written consent theretoelsewhere in this Purchase Agreement shall be deemed to confer any right in favor of, or create any obligation of the indemnifying party to anyone whomsoever except the indemnified party. 10.8 If there is more than one person comprehended by the term Seller, the liability of the Seller shall be joint and several, but no individual Seller shall be liable to Purchaser for an amount in excess of an amount which consent shall not be unreasonably withheldbears the same relationship to the Purchase Price as the shares owned by such Seller bears to the Shares.

General Indemnity. Borrower agrees upon demand Contractor shall, to pay or reimburse Lender for all liabilitiesthe extent permitted by law, obligations and out-of-pocket expensesindemnify, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsdefend, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lendersave harmless Owner, and each of its Owner’s parent entities, subsidiaries and affiliates and their respective successors, assigns, agents, attorneysshareholders, officers, directors, equity holdersmembers, servantsmanagers, agents employees, agents, successors, assigns and employees invitees (each an “Owner’s Indemnified PersonPersons”) harmless from and against any and all claims, demands, or suits of any kind or nature whatsoever which may be threatened or brought against them (individually or jointly) or in which they may be named a party defendant, in any way arising out of or incident to the performance of this Agreement or in any way arising out of the use by Contractor of common operational areas or common areas of ingress or egress to operating areas regardless of whether such claims, demands or suits are occasioned by the negligence of Owner or Owner’s Indemnified Persons. Provided, however, that Contractor shall not be held responsible for claims or suits attributable to the sole negligence of Owner or Owner’s Indemnified Persons Contractor further agrees to defend, indemnify and hold harmless Owner and Owner’s Indemnified persons of and from any and all liabilities, lossesdamages, damagesclaims, demands, actions, suitsorders, demandscauses of action, claims proceedings, fines, penalties, taxes, costs and expenses (including without limitation reasonable attorneys’ and accountants’ fees) of any kind and nature (including claims relating to environmental dischargecollectively, cleanup or compliance), all costs and expenses whatsoever to the extent they “Damages”) that may be suffered or incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)them, or bodily injury to or death any of any person (including any agent or employee of Borrower) (eachthem, a “Claim”), directly or indirectly relating to resulting from or arising out of the use of the proceeds of the Loans any misrepresentation, breach or otherwise, the falsity nonfulfillment of any representation covenant, agreement or warranty obligation of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim Contractor contained in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesThe Borrowers shall pay, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentsindemnify, and in connection with any amendment or modification of hold each Bank, the Loan Documents or any “work-out” in connection with Issuing Bank, the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, Agent and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holdersemployees, servantscounsel, agents and employees attorneys-in-fact (each each, an “Indemnified Person”"INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandscosts, claims of any kind charges, expenses or disbursements which are reasonably and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be necessarily incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges Attorney Costs) of any applicable Governmental Authority)kind or nature whatsoever with respect to the execution, licensing fees relating delivery, enforcement, performance and administration of this Agreement and any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any item of Collateralinvestigation, damage to litigation or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person proceeding (including any agent Insolvency Proceeding or employee appellate proceeding) related to this Agreement or the Specified Swap Contracts or the Loans or the Letters of Borrower) (eachCredit, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of thereof, whether or not any Indemnified Person is a party thereto (all the Loans or otherwiseforegoing, collectively, the falsity of "INDEMNIFIED LIABILITIES"); PROVIDED, that the Borrowers shall have no obligation hereunder to any representation or warranty of Borrower or Borrower’s failure Indemnified Person with respect to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting Indemnified Liabilities arising from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities misconduct of such Indemnified Person; and PROVIDED FURTHER, that the Borrowers shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldhave no obligation hereunder with respect to Indemnified Liabilities owed by an Indemnified Person to another Indemnified Person.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans Loan or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iiiii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, Law or (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a9.2(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld. For the avoidance of doubt, tax claims are governed by Section 2.4(c) and this Section 9.2(a) shall not apply with respect to taxes other than any taxes that represent losses, claims or damages arising from any non-tax claim.

General Indemnity. Borrower (a) Lessee shall indemnify Lessor and any Assignee (as hereinafter defined), and their respective agents and servants, against, and agrees upon demand to pay or reimburse Lender for defend, protect, save and keep them harmless from, any and all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesobligations, losses, damages, penalties, claims, actions, suits, demandscosts, claims expenses and disbursements, including attorneys' fees and expenses and costs for customs, completion, performance and appeal bonds, of any whatsoever kind and nature (including claims relating to environmental dischargeincluding, cleanup without limitation, for negligence, tort liability, damages by reason of strict or complianceabsolute liability, punitive damages, and indirect and consequential damages, but excluding any such amounts imposed or incurred as a result of Lessor's gross negligence or willful misconduct), all costs and expenses whatsoever to the extent they may be imposed on or incurred by or suffered by such Indemnified Person assessed against Lessor and/or any Assignee, in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly way relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) the failure of Lessee to provide or obtain any Claim in connection with a design certificate, documents, consents, authorizations, clearances, licenses, permits or instruments required hereunder or under any of the other defect (latent Transactional Documents, or patent) in any item of equipment or product included in the Collateral, (ii) the ordering, construction, installation, delivery, testing, ownership, lease, possession, use, maintenance, operation, control, movement, import, export, shipment, condition, or return of the Equipment (including but not limited to latent and other defects, whether or not discoverable by Lessor or Lessee, and any Claim claim for infringement of any patent, trademark, copyright, trademark software or other intellectual property right, (iiiinfringement) any Claim resulting from until such time as the presence on or under or Equipment shall have been returned to Lessor pursuant to the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination provisions of this Agreement. Upon Lender’s written demandLease or until the Equipment shall have been purchased by Lessee pursuant to any purchase option provisions of this Lease. (b) The obligations of Lessee under this Section shall survive the payment of all known obligations under and any expiration, Borrower shall assume and diligently conducttermination, at its sole cost and expense, the entire defense rescission or cancellation of Lender, each of its members, partnersthis Lease, and each are expressly made for the benefit of their respectiveand shall be enforceable by Lessor, agents, employees, directors, officers, equity holders, its successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAssignee.

General Indemnity. Borrower agrees upon demand Subject to pay or reimburse Lender for all liabilitiesSection 6.3, obligations from and out-of-pocket expenses, including Lender’s Expenses after the Closing: (a) Forest and reasonable fees the Seller hereby jointly and expenses of counsel for Lender from time severally agree to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse defend and hold Lenderharmless the Buyer and its Affiliates and its and their directors, and each of its respective successorsmanagers, assigns, agents, attorneystrustees, officers, directors, equity holders, servants, agents and employees (each an the “Buyer Indemnified PersonParties”) harmless from from, against and against in respect of all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup Losses suffered or compliance), all costs and expenses whatsoever incurred by the Buyer Indemnified Parties to the extent they may be incurred arising out of or suffered by such Indemnified Person resulting from (A) any breach of any of the representations or warranties (in connection therewith each case, when made) of Forest and any Transferor in this Agreement (including reasonable attorneys’ fees in the Joinder and expensesany certificates delivered by Forest or any Transferor pursuant to this Agreement), fines, penalties and (and other charges B) any breach of any applicable Governmental Authorityof the covenants or agreements of Forest or any Transferor in this Agreement (including in the Joinder), licensing fees relating (it being understood that none of the representations, warranties or agreements of Furiex contained in, and no certificate or other document delivered by Furiex pursuant to, the Furiex Merger Agreement shall give rise to any item indemnification obligation pursuant to this Section 6.1(a)); and (b) the Buyer hereby agrees to indemnify, defend and hold harmless Forest, the Transferors and their respective Affiliates and their respective directors, officers, agents and employees (“Seller Indemnified Parties”) from, against and in respect of Collateral, damage all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or loss of use of property resulting from (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death A) any breach of any person of the representations or warranties (including in each case, when made) of the Buyer in this Agreement, and (B) any agent breach of any of the covenants or employee agreements of Borrowerthe Buyer in this Agreement, (C) any action taken by Forest or Transferors at Buyer’s direction pursuant to Article 5, and (each, a “Claim”), directly or indirectly relating to or D) any claims arising out of the use ownership or operation of the proceeds of Takeda Related Assets from and after the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTakeda Asset Transfer.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower (a) The Company shall indemnify, reimburse protect, defend and hold Lenderharmless each Indemnitee from, against and in respect of, and each of its respective successorsshall pay on a net after-tax basis, assigns, agents, attorneys, officers, directors, equity holders, servants, agents any and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims Expenses of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)asserted against any Indemnitee, finesrelating to, penalties (and other charges of any applicable Governmental Authority)resulting from, licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use or in connection with, any one or more of the proceeds following: (i) The Operative Documents or the Support Documents, or the enforcement of any of the Loans terms of any of the Operative Documents or otherwisethe Support Documents; (ii) The Spare Parts Collateral, including, without limitation, with respect thereto, (A) the manufacture, design, purchase, acceptance, nonacceptance or rejection, ownership, delivery, nondelivery, lease, sublease, assignment, possession, use or non-use, operation, maintenance, testing, repair, overhaul, condition, alteration, modification, addition, improvement, storage, airworthiness, replacement, repair, sale, substitution, return, abandonment, redelivery or other disposition of any Spare Parts Collateral, (B) any claim or penalty arising out of violations of applicable Laws by the Company (or any Permitted Lessee), (C) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (D) death or property damage of passengers, shippers or others, (E) environmental control, noise or pollution and (F) any Liens in respect of the Spare Parts Collateral; (iii) The offer, sale, or delivery of any Securities or any interest therein or represented thereby; and (iv) Any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement or other obligation to be performed by the Company under any Operative Document or Support Document to which it is party or the falsity of any representation or warranty of Borrower the Company in any Operative Document or Borrower’s failure Support Document to comply with which it is party. (b) Notwithstanding anything contained in Section 6.1(a), the Company shall not be required to indemnify, protect, defend and hold harmless any Indemnitee pursuant to Section 6.1(a) in respect of any Expense of such Indemnitee: (i) For any Taxes or a loss of Tax benefit; (ii) Except to the extent attributable to acts or events occurring prior thereto, acts or events (other than acts or events related to the performance by the Company of its obligations pursuant to the terms of the Operative Documents or the Support Documents to which it is a party) that occur after the Indenture is required to be terminated in accordance with Section 9.1 of this Agreement or any other Loan Document. The foregoing indemnity shall coverIndenture; PROVIDED, without limitation, (i) any Claim that nothing in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, this clause (ii) shall be deemed to exclude or limit any Claim claim that any Indemnitee may have under applicable Law by reason of an Event of Default or for infringement damages from the Company for breach of the Company's covenants contained in the Operative Documents or the Support Documents to which it is a party or to release the Company from any patent, copyright, trademark of its obligations under the Operative Documents or other intellectual property right, the Support Documents to which it is a party that expressly provide for performance after termination of the Indenture; (iii) To the extent attributable to any Claim resulting from the presence transfer (voluntary or involuntary) by or on behalf of such Indemnitee or under or the escape, seepage, leakage, spillage, discharge, emission or release any related Indemnitee of any Hazardous Materials on the premises owned, occupied Security or leased by Borrower, including any Claims asserted or arising under any Environmental Law, interest therein; (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as To the extent attributable to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s the gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration misconduct of such Indemnitee or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each any related Indemnitee (as defined below) (other than gross negligence or willful misconduct imputed to such person by reason of its membersinterest in the Spare Parts Collateral or any Operative Document); (v) To the extent attributable to the incorrectness or breach of any representation or warranty of such Indemnitee or any related Indemnitee contained in or made pursuant to any Operative Document or any Support Document; (vi) To the extent attributable to the failure by such Indemnitee or any related Indemnitee to perform or observe any agreement, partnerscovenant or condition on its part to be performed or observed in any Operative Document or any Support Document; (vii) To the extent attributable to the offer or sale by such Indemnitee or any related Indemnitee of any interest in the Spare Parts Collateral, and each any Security, or any similar interest, in violation of their respectivethe Securities Act or other applicable federal, agents, employees, directors, officers, equity holders, successors and assigns against state or foreign securities Laws (other than any indemnified Claim described in this Section 10.3(athereof caused by acts or omissions of the Company). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.;

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and reasonable out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”“) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the die falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, . Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s breach of this Agreement, gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s 's Expenses and reasonable fees and expenses of counsel for Lender Lender, from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “"work-out” " in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “"Indemnified Person”") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ ' fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s 's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “"Claim”"), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwiseotherwise related to this Agreement, any other Loan Document or any transaction contemplated hereby or thereby, the falsity of any representation or warranty of Borrower or Borrower’s 's failure to comply with the terms of this Agreement or any other Loan DocumentDocument during the Term. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender as a direct and sole result of Lender’s such Indemnified Person to the extent such liability results from such Indemnified Person's gross negligence or willful misconduct; and provided further that Borrower shall not indemnify any Indemnified Person against losses on the Warrant resulting from a decline in the fair market value of the shares subject to such Warrant. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s 's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holdersshareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s 's written consent thereto, which consent shall not be unreasonably withheld. Lender shall not settle or compromise any Claim without first obtaining Borrower's written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Each Co-Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s Lenders’ Expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Each Co-Borrower shall indemnify, reimburse and hold LenderLenders, and each of its their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to any Co-Borrower’s property), or bodily injury to or death of any person (including any agent or employee of any Co-Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans Loan or otherwise, the falsity of any representation or warranty of Borrower any Co-Borrower, any Default or Event of Default, or any Co-Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by any Co-Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, no Co-Borrower shall not indemnify Lender Lenders for any liability incurred by Lender Lenders as a direct and sole result of Lender’s Lenders’ gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s Lenders’ written demand, Borrower the Co-Borrowers shall assume and diligently conduct, at its their sole cost and expense, the entire defense of LenderLenders, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower The Co-Borrowers shall not settle or compromise any Claim against or involving Lender Lenders without first obtaining Lender’s Lenders’ written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations The Company shall indemnify the Lenders and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.3.3. In addition, the Company shall indemnify each Lender, the Agent and each of its respective successorsthe Lenders’ and the Agent’s directors, assignsofficers, employees, agents, attorneys, accountants, consultants and Affiliates (each Lender, the Agent and each of such directors, officers, directorsemployees, equity holdersagents, servantsattorneys, agents accountants, consultants and employees (each Affiliates is referred to as an “Indemnified PersonParty”) and hold each of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims of any kind liabilities and nature reasonable expenses (including claims relating to environmental discharge, cleanup or compliance), all costs reasonable fees and expenses whatsoever to the extent they disbursements of counsel with whom any Indemnified Party may be incurred or suffered by such Indemnified Person consult in connection therewith (including and all reasonable attorneys’ fees and expenses), fines, penalties (and other charges expenses of litigation or preparation therefor) which any applicable Governmental Authority), licensing fees relating to Indemnified Party may incur or which may be asserted against any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim Indemnified Party in connection with a design (a) the Indemnified Party’s compliance with or contest of any subpoena or other defect (latent or patent) process issued against it in any item proceeding involving the Company or any of equipment its Subsidiaries or product included in the Collateraltheir Affiliates, (iib) any Claim for infringement litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from security rights with respect to the presence on or under or Credit Security in accordance with the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tortCredit Documents, or (vd) this Agreement, any Claim asserted as to or arising under other Credit Document, any Account Control Agreement Warrant Document or any Landlord Agreementtransaction contemplated hereby or thereby; provided, however, Borrower that the foregoing indemnity shall not indemnify Lender for apply (i) to litigation commenced by the Company or any liability incurred of its Subsidiaries against the Lenders or the Agent which seeks enforcement of any of the rights of the Company or such Subsidiary hereunder or under any other Credit Document and is determined adversely to the Lenders or the Agent in a final nonappealable judgment or (ii) to any Indemnified Party to the extent such claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by Lender as a direct and sole result court of Lendercompetent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTHE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall 16.1.1 The AFTO will indemnify, reimburse defend, save and hold Lenderharmless Railway Administration and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Authority and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an “Railway Administration Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, suitsdemands and third party claims for any loss, demandsdamage, claims cost and expense of any whatever kind and nature (including claims relating to environmental dischargearising out of any breach by or on behalf of the AFTO of any of its obligations under this Agreement or any related agreement, cleanup or compliance), all costs and expenses whatsoever except to the extent they may be incurred that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or suffered by such omission, or breach of this Agreement on the part of Railway Administration Indemnified Person in connection therewith (including reasonable attorneys’ fees Persons. 16.1.2 Subject to the provisions of Railways Act and expenses)rules made there under, finesRailway Administration will indemnify, penalties (defend, save and other charges hold harmless the AFTO against any and all suits, proceedings, actions, demands and third party claims on account of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity breach by Railway Administration of any representation of its obligations under this Agreement or warranty any related agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of Borrower or Borrower’s failure to comply with the terms any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the AFTO, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, the AFTO and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent the Railway Administration shall not be unreasonably withheldliable to indemnify the AFTO for any such claims.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees upon demand to pay indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses successor of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, foregoing and each of its their respective successorsAffiliates, assignsand all directors, agentsmembers, attorneysmanagers, directors, shareholders, officers, directors, equity holders, servants, employees and attorneys or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or purchasing, directly or indirectly, of the Asset Portfolio (or any part thereof) or in respect of or related to any Seller Assets or otherwise arising out of or relating to or resulting from the actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent they may be incurred resulting from (x) the gross negligence or suffered willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the financial or credit condition of such Indemnified Person in connection therewith Account Debtor or Obligor (including reasonable attorneys’ fees the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and expenses)hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out resulting from: (i) Any Pool Asset treated as or represented by Seller or Servicer to be an Eligible Receivable or Eligible Loan, as applicable, which is not at the applicable time an Eligible Receivable or Eligible Loan, as applicable; (ii) the transfer by Seller or any Originator of any interest in any Pool Asset other than the use transfer of any Pool Asset and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the proceeds Sale Agreement and the grant of an ownership interest and/or security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Loans or otherwise, the falsity of Sale Agreement; (iii) any representation or warranty made by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) (or any of Borrower their respective officers or Borrower’s Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made; (iv) the failure of Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of this Agreement any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the nonconformity of any Pool Asset or Related Assets with any such Applicable Law; (v) the lack of an enforceable ownership interest, or a first priority perfected security interest, in the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other Applicable Laws with respect to any Pool Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Account Debtor or Obligor, as applicable, to the payment of any Pool Asset in, or purporting to be in, the Asset Pool (including a defense based on such (x) Pool Receivable’s or the related Receivable Documentation’s or (y) Pool Loan’s or the related Loan Documents’ not being a legal, valid and binding obligation of such Account Debtor or Obligor, as applicable, enforceable against it in accordance with its terms) or any other Loan Document. The foregoing indemnity shall cover, without limitation, claim resulting from the sale of the merchandise or services related to such Pool Asset or the furnishing or failure to furnish such merchandise or services; (iviii) any Claim suit or claim related to the Pool Assets or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Asset to the extent not covered pursuant to Section 13.5), other than any such suit or claim that arises as a design result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor); (ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other defect disposition or safety of any Related Assets (latent including claims for patent, trademark, or patentcopyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (x) in the failure by Seller, CHS or any item other party to a Transaction Document (other than such Indemnified Party) to notify any Account Debtor or Obligor of equipment the assignment pursuant to the terms hereof of any Pool Asset to Administrative Agent for the benefit of Purchasers or product included in the Collateralfailure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers; (xi) failure by Seller, CHS or any other party to a Transaction Document (iiother than such Indemnified Party) to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Claim for infringement Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same; (xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes; (xiv) any commingling of any patentCollections by Seller, copyrightany Originator, trademark Performance Guarantor or Servicer relating to the Pool Assets with any of their funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance Guarantor or any other party to a Transaction Document (other than such Indemnified Party) to perform its duties or obligations in accordance with the provisions of the Transaction Documents; (xvi) the failure or delay to provide any Account Debtor or Obligor with an invoice or other intellectual property right, evidence of indebtedness; or (iiixvii) any Claim inability of any Originator or Seller to assign any Pool Asset or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, Seller, Servicer, Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from the presence on any such violation or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldbreach.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower 22.1.1 The Supplier shall indemnify, reimburse defend, save and hold Lenderharmless the Aggregator and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Aggregator owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “Aggregator Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Supplier of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provisionof services to the Aggregator or sale by the Supplier to any Buyer or from anynegligence of the Supplier under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach ordefault of this Agreement on the part of the Aggregator Indemnified Persons. 22.1.2 The Aggregator shall indemnify, defend, save and hold harmless the Supplier against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of breach by the use of the proceeds of the Loans or otherwise, the falsity Aggregator of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the Supplierof its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of Borrower or Borrower’s failure to comply with the terms any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the Supplier, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Supplier.

General Indemnity. Borrower agrees upon demand (a) Lessee shall indemnify and hold harmless and defend the Commission, its Commissioners, officers, employees, agents, successors, transferees and assigns (collectively referred to pay or reimburse Lender for in this Section 8.01 as the “Commission”) from all losses, costs, claims, liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees damages and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documentswhatever kind, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)fees, fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising which arise out of the or are alleged to arise out of; 1) Lessee’s use and occupancy of the proceeds Leased Premises; 2) any breach or default by Lessee in the performance of its obligations under this Lease; 3) any activity, work or things done, permitted or suffered by Lessee in or about the Leased Premises or elsewhere in the Port, including performance of Lessee’s Work; 4) any act or omission of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement Lessee or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of LenderLessee’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holderscontractors, successors subcontractors, licensees, invitees, successors, assigns, transferees or any other person on the Leased Premises on behalf of Lessee; 5) or any damage to the property of or injury to or death of Lessee, its directors, officers, contractors, subcontractors, licensees, invitees, successors, assigns, transferees or any other person on the Leased Premises on behalf of Lessee, and assigns whether based upon, or claimed to be based upon, statutory, contracted, tort or other liability of the Commission, in whole or in part, or by the negligence of the Commission, or its breach of contract, breach of warranty, strict liability or breach of duty (excluding the Commission’s gross negligence or the gross negligence of the Commission’s officers or employees). (b) Lessee, as a material part of the consideration to the Commission, hereby assumes all risks of damage to property or injury to persons, in, upon or about the Leased Premises arising from any cause first occurring during the Demised Term and Lessee hereby waives all claims in respect thereof against the Commission (except for the Commission’s gross negligence and the gross negligence of the Commission’s officers or employees). This indemnity includes all, costs, reasonable attorneys’ fees, expenses and liabilities incurred in the defense of any indemnified Claim described such claim or any action or proceeding brought thereon. (c) In the case of this indemnity and each other indemnity by Lessee in this Section 10.3(aLease, (i) the Commission shall give written notice to Lessee promptly upon receiving any notice of any such indemnified claim; (ii) upon receiving written notice of any such claim from the Commission, Lessee shall defend the Commission with respect to any such claim with counsel selected by Lessee, subject to the approval of the Commission (unless such counsel is selected by Lessee’s insurance carrier). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent approval shall not be unreasonably withheld, delayed or conditioned; (iii) Lessee shall control the defense and settlement of any such claim, provided that Lessee shall not settle any such claim without the approval of the Commission (unless such settlement is fully covered by Lessee’s insurance), which approval shall not be unreasonably withheld, delayed or conditioned.

General Indemnity. Borrower The SPV Company hereby indemnifies and agrees upon demand to pay or reimburse Lender for all liabilitiesand undertakes that from the Effective Date and during the Term of Agreement and thereafter, obligations it shall keep indemnified and out-of-pocket expensesotherwise saved and harmless, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan DocumentsDRP/SRA, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless employees, its consultants from and against any and all liabilitiesclaims, lossesdemands made against and / or loss caused and / or the Damages suffered and / or cost, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and charges / expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees put to and expenses), fines, penalties (/ or penalty levied and other charges of / or any applicable Governmental Authority), licensing fees relating claim due to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including and / or loss or damage caused or suffered to property owned or belonging to DRP/SRA or any agent land owning authority, its agents and employees or employee third party as a result of Borrower) (eachany acts, deeds or thing done or omitted to be done by SPV Company or as a “Claim”)result of failure on the part of SPV Company to perform any of its obligations under this Development Agreement or on the SPV Company committing breach of any of the terms and conditions of this Development Agreement or on the failure of the SPV Company to perform any of its statutory duty and / or obligations or failure or negligence on the part of SPV Company to comply with any statutory provisions or as a consequence of any notice, directly show cause notice, action, suit or indirectly relating to proceedings, given, initiated, filed or commenced by any third party or Government Authority or as a result of any failure or negligence or default of SPV Company or its contractor(s)and / or Sub-Contractors and / or invitees and / or the purchasers as the case may be, in connection with or arising out of the this Development Agreement and / or arising out of or in connection with SPV Company’s use and occupation of the proceeds Site and / or Assets located thereon or due to the non-performance by the SPV Company of any of its obligations under the Development Agreement. The SPV Company hereby indemnifies and agrees and undertakes that it shall, at all times, defend and hold DRP/SRA, harmless against from and against all liabilities, damages, losses, expenses, claims, suits, proceedings, judgments, settlements, actions, costs of any nature whatsoever, whether directly or indirectly arising, for personal injury, for damage to or loss of any property and any third party liability, including reasonable attorneys’ fees, actually incurred or suffered by the Indemnified Party, arising out of or in any way connected with (a) any breach, negligence, default, omission, violation, infringement etc., as the case may be, by the SPV Company or Persons claiming through or under it of the Loans SPV Company’s representations and warranties herein; obligations contained herein or otherwise, the falsity terms and conditions hereof; any intellectual property right of any representation Person; (b) failure of the SPV Company or warranty of Borrower Persons claiming through or Borrower’s failure under it to comply with the terms of this Agreement any law or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design Applicable Permit or pay taxes or make contractual or other defect payments due and payable to any Person; (latent c) the employment, sickness, injury or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement death of any patent, copyright, trademark Person employed directly or other intellectual property right, (iii) any Claim resulting from indirectly by the presence on SPV Company or Persons claiming through or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.it;

General Indemnity. Borrower agrees upon demand In addition to pay any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 9.1, Seller releases, and shall indemnify, defend and hold harmless SDG&E and each other Indemnified Party, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or reimburse Lender expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party) incurred by such Indemnified Party, arising out of or in connection with: The performance of work under this Agreement (whether such performance is by Seller, Seller’s contractor or subcontractor, any other person performing on behalf of Seller or Seller’s contractor or subcontractor or otherwise); The installation, construction, operation or maintenance of any Measure installed for all liabilitiesthe Project (whether such work was performed by Seller, obligations and outan End-of-pocket expensesUse Customer, including Lender’s Expenses and reasonable fees and expenses any contractor or subcontractor of counsel for Lender from time to time either of them, or any other person) in a manner that violates any Law, Permit or Accepted Electrical Practice; any violation of a Law arising out of or in connection with the enforcement Seller’s performance of, or collection failure to perform, this Agreement, including any strict liability imposed by any Law; or Any violation by Seller or any of sums due under the Loan Documents, and Seller’s contractors or subcontractors of any third party license to use intellectual property in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever work performed under this Agreement; except to the extent they may be incurred or suffered any of the foregoing is caused by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to BorrowerParty’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents20.1.1. Borrower shall The DCO will indemnify, reimburse defend, save and hold Lenderharmless KIIDC and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, equity holders, servants, agents and employees (each an the “KIIDC Indemnified PersonPersons”) harmless from and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the DCO of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the DCO or from any negligence of the DCO under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of KIIDC Indemnified Persons. 20.1.2. KIIDC will indemnify, defend, save and hold harmless the DCO against defect in title and/or rights of KIIDC in the land comprised in the Site, any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity breach by KIIDC of any representation of its obligations under this Agreement or warranty any related agreement, which materially and adversely affect the performance by the DCO of Borrower its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen du e to a negligent act or Borrower’s failure to comply with the terms omission, or breach of any of its obligations under any provision of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item related agreement and/or breach of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials its statutory duty on the premises ownedpart of the DCO, occupied its subsidiaries, affiliates, contractors, servants or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseagents, the entire defense same shall be the liability of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe DCO.

General Indemnity. Borrower agrees upon demand Subject to the limitations contained in Sections 8.6.1 and 8.6.2, the Company and the Senior Lender, hereby agree, jointly and severally, to indemnify the Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their Affiliates (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse Lender the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for all liabilitiesTaxes), obligations and obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket expensescosts, expenses and disbursements (including Lender’s Expenses reasonable costs of investigation, and reasonable fees attorneys’, accountants’ and expenses expert witnesses’ fees) of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any whatever kind and nature (including claims relating to environmental dischargecollectively, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “ClaimLosses”), directly that may be imposed on or indirectly relating to incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III.B hereof or in any certificate delivered by the use Company at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the proceeds representations and warranties of the Loans Company contained in Article III.B hereof or otherwisein any certificate delivered by the Company at the Closing; (c) any breach or failure by the Company to comply with, perform or discharge any obligation, agreement or covenant by the falsity Company contained in this Agreement; (d) any liability or obligation or any assertion against any Purchaser Indemnified Party, arising out of or relating, directly or indirectly, to any Excluded Asset or any Retained Liability or other liability arising, in whole or in part, out of the ownership or operation of the assets or business of the Company prior to the Closing except for the Assumed Liabilities; (e) any litigation or claim disclosed on Schedule 3.10 to this Agreement; (f) any liability or obligation arising out of or relating, directly or indirectly, to the classification of any representation or warranty of Borrower or Borrower’s failure to comply with individual performing services for the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, Company (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateralas an independent contractor, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property rightas a freelancer, (iii) any Claim resulting from the presence on as a consultant or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) in any Claim for negligence or strict or absolute liability in tort, or other capacity other than as an employee; (vg) any Claim asserted as liability or obligation arising out of or relating, directly or indirectly, to any violation by the Company, on or arising under any Account Control Agreement prior to the Closing, of the Fair Labor Standards Act or any Landlord Agreement; providedsimilar state or local wage and hour Law, howeverOrder, Borrower shall not indemnify Lender for ordinance or regulation and (h) any liability incurred by Lender as a direct of obligation arising out of or relating, directly or indirectly, to any Company obligation to collect and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldpay sales taxes.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower Contractor shall indemnify, reimburse defend, and hold LenderCompany, each Utility Participant, and each of its their respective successorscurrent and future direct and indirect parent company(ies), assignssubsidiaries, affiliates, and their respective directors, officers, shareholders, employees, agents, attorneysrepresentatives, officerssuccessors, directorsand assigns, equity holders(collectively, servantsincluding Company, agents and employees (each an “Indemnified PersonIndemnitees”) harmless from for, from, and against any and all liabilities, losses, damagesclaims, actions, suits, demands, claims or proceedings of any kind and nature whatsoever (including claims relating to environmental dischargecollectively, cleanup or compliance“Claims”), and any and all costs and expenses whatsoever to the extent they may be incurred losses, liabilities, penalties, fines, damages, demands, costs, or suffered by such Indemnified Person in connection therewith (expenses, including all reasonable consulting or attorneys’ fees (including fees and expenses), fines, penalties (disbursement of in-house and other charges outside counsel) of any applicable Governmental Authority)kind whatsoever (collectively, licensing fees relating to “Liabilities”) arising out of, connected in any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property)manner with, or bodily injury resulting from: (a) injuries to or death of any person individuals (including members of the general public, or any employee, agent, independent contractor, consultant, or affiliate of either Company or Contractor), or damage to, loss, or destruction of property (including any agent or employee property of Borrower) (each, a “Claim”Company), directly or indirectly relating to or in each case arising out of the use or connected in any manner with Contractor’s or a Contractor Party’s provision of the proceeds of the Loans Work or otherwiseany defects with respect thereto; (b) any alleged, the falsity threatened, or actual violation of any representation Applicable Law in connection with Contractor’s or warranty a Contractor Party’s performance of Borrower its obligation under this Agreement; (c) Contractor’s Default under or Borrowerfailure to comply with any term of this Agreement; (d) any unauthorized release of Hazardous Materials; (e) any insurance policy that Contractor is required to procure under this Agreement being vitiated as a result of Contractor’s failure to comply with any of the terms of this Agreement requirements set forth in such policy or any other Loan Document. The foregoing indemnity shall coveract by Contractor; (f) any action reasonably necessary to xxxxx, without limitationremediate or prevent a violation or threatened violation of any EH&S Law; or (g) any misrepresentation made by Contractor or any Contractor Party in the course of performance under this Agreement, including the failure to provide accurate reports or information required under this Agreement, in each case above, regardless of whether (x) such Claims or Liabilities arose from or are caused by the negligence or fault of any Indemnitee, (iy) any Claim in connection with a design such Claims or other defect (latent or patent) in any item of equipment or product included in the CollateralLiabilities are based on contract, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or any other theory of liability, or (vz) liability without fault or strict liability is imposed or sought to be imposed on any Claim asserted as Indemnitee. Notwithstanding the foregoing, the foregoing indemnification obligations will not apply to the extent Claims or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred Liabilities are caused by Lender as a direct and the sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination misconduct of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldCompany.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender any Indemnified Person for any liability incurred by Lender such Indemnified Person as a direct and sole result of Lendersuch Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holdersshareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconductmisconduct or any Claim arising from (i) Lender’s disposition of any Collateral which was still a work-in-process at the time Lender took control of such Collateral, or (ii) any Collateral altered after Lender took control of such Collateral. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.,

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower Vendor shall indemnify, reimburse and hold Lenderharmless, and each of defend AIGGS, its respective Affiliates, and its and their officers, directors, employees, agents, successors, assigns, agentsand subcontractors (each, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified PersonParty”) harmless from and against any and all liabilitiesthird party claims, losses, liabilities, damages, actionssettlements, suitsexpenses and costs (including attorneys’ fees and court costs) (“Losses”) and any and all threatened third party claims, demandsLosses proximately caused by any of the following: (a) any breach (or claim or threat thereof that, claims if true, would be a breach) of Xxxxxxx 00 (x), (x), (x), (x), (x), (x), (x) in this Agreement by Vendor; (b) Subject to Section 14.3, the Deliverables excluding any modifications made to the Code of any kind Deliverables which are not created, authorized, by Vendor and nature excluding any third party software for which Customer has purchased, or is obligated to purchase, a license for inclusion in any such Deliverable under the terms of a Work Order) or any Use thereof, constituting an infringement of any intellectual property rights or other rights of any third party (excluding, however, any claim of infringement based solely on the combination of the Deliverables with software or equipment not provided by Vendor or not specified by Vendor for use with the Deliverables and those exceptions to infringement in Section 14.3); (c) the gross negligence or willful misconduct of Vendor or any Vendor agent (including claims relating any Vendor Subcontractor) related to environmental dischargethe performance of the Services hereunder ; (d) any breach of Section 9 (Confidentiality and Security) or Exhibit C hereof or any misuse or unauthorized disclosure of Customer Data or any violation of any Privacy Laws, cleanup in either event, arising from or compliancerelated to the grossly negligent acts or gross negligent omissions of Vendor or any Vendor agent (including any Vendor Subcontractor); (e) any benefits, taxes, or payments owed by Vendor to its Personnel or any third party; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS (f) any claim by the United States Internal Revenue Service or other domestic or foreign taxing authority that Vendor and/or its Personnel or agents are not independent contractors hereunder; (g) any Security Incident, Remedial Action (as defined in Exhibit C) taken by Customer as the result of a Security Incident or Info-Sec Risk Increase; and any other costs incurred by Customer with respect to Customer’s rights in Exhibit C (each as defined in Exhibit C). Vendor shall be fully responsible for, and shall pay, all costs and expenses whatsoever to incurred by Vendor or Vendor Personnel with under this Agreement, including Exhibit C; (h) any claims based on allegations of personal injury or property damage caused by the extent they may be incurred gross negligent acts or suffered by such Indemnified Person in connection therewith grossly negligent omissions of Vendor or its agents (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of BorrowerVendor Subcontractors) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination performance of this Agreement. Upon Lender’s written demand, Borrower shall assume Vendor will pay any and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its members, partners, and each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against Losses with respect to any indemnified Claim described in claim or allegation covered under this Section 10.3(a). Borrower shall not settle 14 finally awarded against the indemnified party to such third party by a court of competent jurisdiction after all appeals have been exhausted or compromise any Claim against at the time of a final settlement of such claims or involving Lender without first obtaining Lender’s written consent theretofinal award, which consent shall not be unreasonably withheld.if applicable